Approved
August 17, 2008
Article I
The name of this Corporation shall be
Article II
The said Corporation is located at
Article III
The purposes for which this corporation is organized are as follows, viz: To encourage yachting and aquatic sports, as well as social activity among its members, and to secure and maintain suitable property, buildings and equipment to accomplish these purposes.
Article IV
There shall be Three sections of the Club, namely (a) Senior Section (b) Corinthian Section and (c) Emeritus Section. The Senior Section shall consist of members in good standing that choose this status. The Corinthian Section shall consist of members between the ages of 21 and 40 years inclusive who choose this status. The Emeritus Section shall consist of those members 75 years of age or older who have been members for at least 10 years and elect this status. Corinthian and Emeritus members shall have no voting rights. Emeritus members shall be restricted to attendance at no more than three social events per year.
There are three additional membership classes, Life, Honorary, Junior and Racing Associate, as described in By-Law No II, Section V, Par. A, B., and C.
Article V
Section I: The Officers of the Club shall be members of the Senior Section of the Club. They shall be a Commodore, Vice Commodore, Rear Commodore, Secretary, and Treasurer. The Secretary shall be Clerk of the Corporation. The Club shall elect each annually.
Section II: The Club shall have an Executive Committee, which shall be composed of the Officers of the Club as stated in Section I, and the following additional directors.
Par. A: Three additional Senior members, one of whom shall be elected each year for a term of three years.
Par. B: The past Commodore who has served in the office most recently shall be a member of the Executive Committee, ex officio.
Par. C: The Chairman of the House Committee shall be a member of the Executive Committee, ex officio.
Par. D: The Chairman of the Entertainment Committee shall be a member of the Executive Committee, ex officio.
Par. E: A representative of the Corinthian Section shall be a member of the Executive Committee, ex officio. This person is appointed by the Executive Committee.
Par. F: The Chairman of the Race Committee of the Yacht Club shall be a member of the Executive Committee, ex officio.
Section III: The duties of the first five officers named in this article shall be those usually incidental to their respective offices and as further directed by the Executive Committee.
Section IV: Executive Committee Voting
Par A: All members of the Executive Committee are entitled to one vote on all proceedings of the Executive Committee
Par. B: In the event that an Executive Committee position is shared by two members (co-chairs) the two individuals share a single vote between them. No split votes will be permitted
Article VI
Section I: The Executive Committee shall have full charge of the management and property of the Club.
Section II: The Executive Committee shall make or authorize all contracts and expenditures for the Club. No contracts where the estimated cost is over $6,000 shall be made until confirmed by vote of the Club at a regular or special meeting. The Executive Committee may approve emergency repairs over $6,000 without a vote of Club members. Any expenditure that requires the borrowing of funds must have the approval of the Senior membership.
Section III: The Executive Committee shall appoint a House Committee Chairman, Race Committee Chairman, and an Entertainment Committee Chairman
Section IV: The Executive Committee shall present at the annual meeting of the Club a full report and financial standing of the Club and its activities for the preceding year.
Section V: The Executive Committee is empowered to make such Rules and Regulations for the conduct of the Club, as it may deem expedient.
Section VI: A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business of the Club.
Section VII: The Commodore and other members of the Executive Committee shall take cognizance of each violation(s) of the By-Laws, Rules and Regulations of the Club, and the Executive Committee shall prescribe the method of trial of members charged with and punishment of those adjudged guilty of such violation.
Section VIII: The Nominating Committee shall consist of three (3) members; one appointed by the Executive Committee, one elected at the annual meeting of membership and the immediate Past Commodore who shall act as chairman. The elected and appointed member shall serve for a two-year term.
Section IX: There shall be a Membership Committee of the Club, composed of three (3) Senior members serving three year staggered terms with one member elected each year. The Membership Committee shall present their recommendations in writing to the Executive Committee. The Membership Committee member with the longest service on the Membership Committee will be its Chairman.
Article VII
Section I: The Constitution and By-Laws may be amended by a two-thirds vote of the Senior members of the Club at any meeting of the Club either present or voting by proxy, if the latter method is employed. The notification of said meeting and the full text of the proposed amendment must be provided to the Voting Members at least fourteen days prior to the meeting
Section II: The Commodore may order special meetings of the Club at his discretion or upon written request of ten (10) or more separate holders of Senior Memberships in good standing. Notices of special meetings shall be forwarded to all holders of Senior memberships at least fourteen (14) days prior to the meeting date.
Section III:
Ten percent of the Senior membership in person or by proxy shall constitute a
quorum for the transaction of business at all annual and special meetings.
Article VIII
This Corporation may be dissolved by an affirmative vote of not less than seven-eights (7/8) of its Senior members. Any assets remaining after liabilities are satisfied will be distributed to the holders of Senior Memberships.
Article IX:
Indemnification
The Corporation shall indemnify and hold harmless each Director and Officer from and against any and all claims and liabilities to which he or she shall
become subject by reason of having been a Director or Officer of the Corporation or by reason of any action alleged to have been taken or omitted by him or her as such Director or Officer and shall reimburse each such Director or Officer for all legal and other expenses reasonably incurred by him or her in connection with any such claims or liability provided, however, that no such Director or Officer shall be indemnified against nor be reimbursed for any expenses incurred by him or her in connection with any claim arising out of his or her own intentional or willful misconduct. The rights accruing to any Director or Officer under the foregoing provisions of the Article shall not exclude any other rights to which he or she may be lawfully entitled nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such Director or Officer in any proper case even though not specifically herein provided for. The Corporation and its Directors and Officers shall be fully protected in taking any action or making any payments under this Article or in refusing to do so in reliance upon advice of counsel. The Corporation shall purchase and maintain insurance on behalf of the person to be indemnified.
BY-LAWS
Section I: The annual meeting of the Club shall be held on the third Sunday of August.
Section II: The fiscal year shall run from January first through December thirty-first.
Section III:
Nominating Procedure
The Nominating Committee shall publish the list of candidates for positions requiring voted approval by the membership in the June edition of the Bosun’s Call. Concurrently, it will post on the Club bulletin board, a brief resume of its’ nominee for each new position to be voted. Said resumes shall remain posted until the annual meeting.
The Nominating Committee shall present to the annual meeting nominations for the election of Officers, Director of the Executive Committee, Member of the Nominating Committee, and Member of the Membership Committee. Nominations for these offices may also be made from the floor provided that any member so nominated has, by July 1, declared his/her intention to run for a specific position by posting, on the Club bulletin board, a brief resume of his/her education, work experience, past service to OYC, key reasons for his/her interest in the position, and his/her relevant skill sets. Said resume to remain posted until the annual meeting.
Section IV: For any office where there is more than one candidate, the vote will be by written ballot.
Section V: The nominees receiving the majority of votes cast for the office for which they are candidates shall be declared elected to such office.
Section VI: Each officer, committee chairman and the representative of the Corinthian Section shall present a report to the Club at the annual meeting.
By-Law No. II
Section I: Senior Membership in the Club
Par. A: Any person of good moral character, 41 or more years of age, is eligible for Senior membership in this club. The membership of a married couple shall be considered to be a jointly held membership having a single vote. Such jointly held membership shall be listed on the Club published roster as `John and Jane Doe.’ The number of such memberships will be determined by the Executive Committee.
Par. B: A Senior Member shall be entitled to all the
privileges of the Club.
Par. C: Application for Senior Membership must be made on forms provided by the Club. The application shall bear the signature of persons holding two (2) separate Senior, Emeritus or Corinthian Memberships in good standing. Members are limited to sponsoring one (1) applicant and co-sponsoring one (1) other applicant during a fiscal year when applications are being accepted. Current members of the Executive Committee (and their spouses) and current members of the Membership Committee (and their spouses) may not sponsor or co-sponsor applicants.
Par. D: The application procedure will proceed as follows: From time to time the Executive Committee will announce Applications for membership are being accepted. Specific instructions will be communicated to all members detailing how the application form may be obtained, the rules for completing the form and how/when it is to be submitted. The order of admission from the waiting list of accepted applicants will be determined by the Executive Committee. Refer to House Rules Section for the current handling procedure of an application for membership.
Par. E: In the event of death of a member of the Club, the surviving spouse may continue the membership by notifying the Secretary of such intention and by timely payment, as provided in, By-Law No. III, Section I, of any outstanding dues, assessments or other accounts owing to the Club by the deceased member. If the surviving spouse notifies the Secretary of the intention to discontinue the membership, it will be canceled at the end of the current year.
Par. F: In the event of divorce, each person in a jointly held membership may convert the jointly held membership into an individual membership by
requesting the secretary to do so within 30 days after the granting of the divorce decree. Either or both such resulting individual memberships will be
considered fully paid for the balance of the dues year in which they occur. Thereafter, they will be treated as two separate memberships and assessed accordingly.
Section II:
Corinthian Membership in the Club
Par. A: Any person of good moral character, between the ages of 21 and 40 years inclusive is eligible to Corinthian membership in this Club. The membership of a married couple shall be considered to be a jointly held membership. Such jointly held membership shall be listed on the Club published roster as `John and Jane Doe.’ The married couple shall select the age of either to govern eligibility of both for Corinthian membership and shall indicate the selection on their application form. The number of such memberships will be determined by the Executive Committee.
Par. B: Application for Corinthian Membership must be made on forms provided by the Club and bear the signature of persons holding two (2) separate Senior, Emeritus or Corinthian Memberships in good standing. Members are limited to sponsoring one (1) applicant and co-sponsoring one (1) other applicant during a fiscal year when applications are being accepted. Current members of the Executive Committee (and their spouses) and current members of the Membership Committee (and their spouses) may not sponsor or co-sponsor applicants.
Par C: Application for Corinthian Membership will follow the process outlined in By-Law No. II, Section I, Par. D above.
Par. D: In the event of death of a Corinthian member, the procedures in By-Law II, Section I, Par. E above will apply.
Par. E: In the event of divorce the procedure in By-Law No. II, Section I, Par. F above will apply.
Section III: Transition
from Corinthian Section Memberships to Senior Member Status.
Par. A: Corinthian members shall apply for Senior Yacht Club membership upon attaining the age of 41 years. With the approval of the Executive Committee, they will be admitted after having served one year in the Corinthian Section and upon payment of the difference between their original initiation fee and the then prevailing Senior Member Club initiation fee. The order of admission will be determined by the Executive Committee.
Par. B: Corinthian members who attain the age of 40 years shall be allowed to stay on in said section if no Senior Membership opening is available in the Senior Yacht Club, but must make application for admission thereto. As openings occur, they must move to Senior status.
Any member of the Club at least 75 years of age and having been a Senior Member for at least ten years may apply for Emeritus membership. Emeritus members will not be entitled to vote, will not be eligible to serve on the Executive, Nominating or Membership Committees, and will be limited to attending three (3) scheduled Social Events per annum, but shall be entitled to participate in all other club activities. The number of such Emeritus Memberships shall be as determined by the Executive Committee.
Section V; Additional membership Classes
Par A: Honorary
Status is reserved for members who have retired from the Club after an
extended period of meritorious service.
Any current member in good standing may nominate an individual for this
status by forwarding a written recommendation to the Executive Committee. Upon
approval by a majority of the Executive Committee, the nomination will be
brought forth for action at the Annual Meeting.
Action at the Annual Meeting of the Club shall be by written ballot of
seventy-five percent of the members present and voting. While Honorary members may participate in all
functions of the Club, they pay no dues and have no voting power.
Par. B Racing Associate. Any person of good moral character, 21 years of age or more, who owns or has use of a class sailboat currently raced at the Club or is a crew member may apply for a Racing Associate membership when sponsored by two (2) members in good standing. This membership entitles the Racing Associate to participate in Club sponsored races, use of the club facilities for that class sailboat during the racing season and participation in Sunday night Fleet 15 cookouts, normally June thru September. The annual dues for a Racing Associate membership shall be determined by the Executive Committee. Racing Associates have no voting power.
Par. C: Junior Memberships
are available to those under 21 years of age. Sailing instruction will be
available to Junior members 8 through 18 years of age. Junior Yacht Club
members shall be given priority to become Corinthian members upon attaining the
age of 21, ahead of new applicants. Junior members have no voting power and pay
no dues.
By-Law No. III
Initiation Fees, Dues and Assessments
Section I: The initiation fee for new Senior members of the
Club shall be $650.00 effective September 1, 2007 payable upon admittance for
membership. The initiation fee for new members of the Corinthian section shall
be $325.00. Fees paid in accordance with this paragraph shall be placed into a
separate account to be known as Capital Fund Account. Authorization to use
these funds shall be reserved to the Executive Committee within the limitations
of Article VI, Section II of the Constitution of the Club,. and shall be so
used for the sole purpose of improving, replacing and renewing Club buildings,
Club building contents and Club equipment including but not limited to
compliance with building and occupancy codes and ordinances of the Town of
Section II: The annual dues for holders of Senior Membership shall be $525.00 effective January 1, 2009 of which $125.00 shall be placed in the Capital Fund Account created in Paragraph A. above and used for the purposes stated therein. The dues for holders of Corinthian Membership shall be $225.00. First year dues shall be prorated from the first day of the month following election to membership to the close of the fiscal year. Annual dues for Emeritus members shall be $150 per year less than annual dues for Senior members.
Section III: From time to time it may become necessary for the Executive Committee to recommend an assessment on each holder of a membership to defray the cost of special projects or for other special purposes. These assessments will be voted upon by the holders of Senior memberships at the Annual Meeting of the Club or any Special Meeting thereof. Payment terms of any approved assessment will be in accordance with those terms as outlined at the time of the presentation for approval. Assessment shall be levied against each holder of Senior, Corinthian and Emeritus Membership and must be paid to remain a member in good standing.
Section IV: Invoices for annual dues will be forwarded no later than November 15 and are payable on or before December 15. Members who are in arrears after December 31 will forfeit their membership and his/her name shall be dropped from the rolls. All indebtedness to the Club from members remaining unpaid for over 45 days shall subject the member owing such indebtedness to the same penalty as in the case of dues.
Section V: Any person who has previously held a Senior or Corinthian membership and has resigned in good standing prior to August 4, 1996 may apply for readmission to the appropriate section. Upon favorable action by the Membership Committee and the Executive Committee and payment of the current initiation fee, dues and any other amounts owing to the Club, the applicant will be readmitted to membership, the order of admission to be determined by the Executive Committee.
Section VI: Dues for Junior membership and fees for sailing instruction shall be established by the Executive Committee not later than May first of
each year and will become payable upon enrollment as a Junior member.
By-Law No. IV
Resignations
Resignations must be made in writing to the Secretary before the beginning of the new fiscal year. No resignation received thereafter shall relieve the
member presenting it from paying
his annual dues for the current year.
By-Law No. V
Any member of the Club may present to the Executive Committee written charges against any other member for unbecoming conduct likely to cast disgrace upon or endanger the welfare of the Club, or violation of By-Laws, Rules and Regulations established by the Executive Committee. After a member so charged shall have been notified and given an opportunity to be heard in answer to such charges, the Executive Committee may exonerate, reprimand or expel the offender.
By-Law No. VI
Vacancies
Vacancies in the Executive Committee caused by death or otherwise shall be filled by two-thirds vote of the Executive Committee. Such appointment to be
in effect until the next annual meeting.
By-Law No. VII
Duties of Officers and Committees
Section I: The Commodore shall preside at meetings of the Club and the Executive Committee, shall be a member, ex officio, of all Committees and enforce the By-Laws and Regulations of the Club.
Section II: The Vice Commodore shall assist the Commodore and officiate in his/her absence. In the absence of the Commodore the Vice Commodore shall preside at all meetings of the Club.
Section III: It shall be the duty of the Rear Commodore to act as Chairman of the Marine Committee, and to act as Fleet Captain.
Section IV: The Secretary shall keep the records of all meetings of the Club, and of the Executive Committee, and shall keep a record showing the name, rig, etc. of all yachts belonging to members, of which descriptions have been sent to him/her for listing. He/She shall advise new members of their election to the Club; notify each member of all meetings and conduct the general correspondence of the Club. In the absence of the Secretary at any meeting, the Executive Committee shall have the power to appoint a member of either the committee or the Club to act in his/her stead.
Section V: The Treasurer of the Club shall collect all dues and receive all other monies collected for the Club and shall disburse the same as directed by the Executive Committee of the Club. He/She shall make a monthly report to the Executive Committee, showing all receipts and from what sources and all disbursements and for what purposes. He/She shall deposit all monies in his/her hands in a bank or banks approved by the Executive Committee. In the absence of the Treasurer at any meeting, the Executive Committee shall have the power to appoint a member of either the committee or the Club to act in his/her stead.
By-Law No. VIII
House Committee
The House Committee shall have charge of the Club House and grounds, and the Club property therein and thereupon and it shall have charge of the Club House keys. It may engage or discharge a steward or other employees, formulate and post rules and preserve order and enforce obedience thereto. It shall submit to the Executive Committee as soon as possible after appointment an estimate of the amount of money necessary to properly carry out its duties.
By-Law No. IX
Race Committee
The Race Committee shall have charge of all the regattas and Club races and the arrangements therefore, shall appoint judges for races, lay out courses and enforce observance of the sailing rules and regulations, which it has established.
By-Law No. X
Entertainment Committee
The Entertainment Committee shall have charge of all matters relating to the social features of the Club, and shall arrange regular and special entertainments and conduct the same at its discretion. It shall have authority to add to the committees, to conduct special entertainment, and may call upon the Executive Committee for appropriations to defray expenses not met by the income from such entertainments.
By-Law No. XI
Nominating Committee
The Nominating
Committee shall solicit candidates for all open positions and interview said
candidates to determine those best suited to serve. All meetings of the Nominating Committee will
be conducted with all three members present.
They will present a slate of candidates at the Annual Meeting in
accordance with the provisions of By-Law No. I, Section III.
By-Law No. XII
Membership Committee
The Membership Committee, accompanied by a member of the Executive Committee, will interview all candidates seeking admission to The Club and make their recommendations in writing to the Executive Committee.
Auditor
An Auditor who is a Certified Public Accountant, or an Auditing Committee, shall be appointed by the Executive Committee and shall audit the books and
accounts of the Secretary and Treasurer and all other financial statements made to or in behalf of the Club, and shall report their findings at the annual meeting of the Club and to the Executive Committee at its request.
By-Law No. XIV
Voting by Proxy
Section I Annual Meeting: Voting by proxy will not be allowed at the Annual Meeting since the vast majority of the Membership is residing locally during August when the meeting is held and able to attend and participate in the dialog.
Section II Special Meetings: Proxy voting shall be employed if a special meeting of the membership is called per Article VII, Section II of the Constitution and a proxy notice will be included with the meeting notice. If a Senior Member elects to use the proxy instead of attending the meeting he/she must sign the proxy, designate on the proxy by name the Senior Member authorized to vote in his/her stead, and return it to that Senior Member who plans to attend the meeting and represent him/her. The Voting Member so designated is limited to vote one (1) proxy at each special meeting in addition to his/her own vote.
ADDITION TO HOUSE RULES
Membership Application Procedure (2007)
Section I: The properly filled out application form must be given by the Sponsor to the Secretary.
Section II: The Secretary shall post the name of the Applicant at the Club House for 14 days. Any member cognizant of any circumstances, which should debar an Applicant from holding a membership, shall notify the Secretary, or any other member of the Executive Committee, in writing.
Section III: If there are no adverse comments, the Secretary will send the Applicant a letter, copying the Sponsor, Co-Sponsor and Membership Committee, acknowledging receipt of the application, noting they will be contacted by the Membership Committee to arrange an interview.
Section IV: A member of the Membership Committee and a Member of the Executive Committee will interview the Applicant.
Section V: The Membership Committee will make its recommendation to the Executive Committee, who votes to accept or reject the application.
Section VI: If accepted the Applicant will be added to the waiting list and the Secretary will so advise the Applicant, copying the Sponsor, Co-Sponsor and the Membership Committee. If rejected the Secretary notifies the Sponsor.
Section VII: Applicants are invited by the Secretary, to move from the waiting list to Member status as openings occur and upon payment of the prevailing initiation fee and dues. The Sponsor and Co-Sponsor are copied on the letter. The order of admission from the waiting list will be determined by the Executive Committee.
Section VIII: Upon receipt of payment, the Commodore sends a welcoming letter advising the new member(s) of their election to the Yacht Club with copies to the Sponsor and Co-Sponsors.
August
17, 2008