Red Bank Yacht Club
The Red Bank Yacht Club
BY-LAWS
ARTICLE I: NAME
This
corporation, Red Bank Yacht Club LLC
shall be known as the The Red Bank Yacht Club.
ARTICLE II: PURPOSE
The purposes and objectives for which this corporation is
organized and operated are to encourage yachting and the science and art of
designing, building, navigating, and handling small boats, and to assist the
members of the Club in becoming proficient in such pursuits; to provide a
meeting place for the members; to foster the mutual exchange of ideas and the
development of common interests with respect to yachts and yachting; and for the
promotion of social activities among the Club members; to gather and disseminate
such information as the members may desire; to aid them in the conduct of their
yachting activities; to encourage an intellectual contact among the members of
this corporation and the members of other associations devoted to similar
pursuits; to qualify the members, participation in various yachting association
activities, achieved by Club membership in those associations and to promote
boat safety.
ARTICLE III: CLUB BURGEE
The Club burgee shall be
triangular, the width at the hoist being two-thirds the length. The device shall
consist of a white triangle with a blue star and a red border. All yachts owned
or exclusively controlled by Club members may fly the Club burgee. Other yachts
or classes of yachts may fly the Club burgee if so authorized by the Board of
Directors. The Club burgee shall be displayed at the Clubhouse and the Board of
Directors may direct all other places as may be appropriate. Unauthorized
display is prohibited and will be prosecuted.
ARTICLE IV: MEMBERSHIP
There shall be no requirements for membership in the Club,
either formal or informal, that shall serve to restrict from membership any
qualified applicant because of the applicant’s race, religion, sex, or national
origin.
The Board of Directors may at any time limit the number of
members or classes of membership the Club shall have.
There shall be the following classes of membership:
·
REGULAR,
·
GUEST,
·
ASSOCIATE,
·
LIFE, and
· JUNIOR.
1.
REGULAR:
Regular Members shall be 18 years of age or more who have
paid full initiation fees and dues. Member, mate and minor children shall
constitute a single membership. A Regular Member may pay Associate member dues
while cruising 100 or more miles from the Club.
2.
GUEST:
At any regular meeting of the Board of Directors, the Board
of Directors may elect, by a majority vote of those present and voting, people
of distinction to GUEST membership in the Club. Such members shall be entitled
to all the rights and privileges of Regular Members, except the right of voting
and of holding office and they shall be exempt from the payment of any entrance
fee or monthly dues or assessments whatsoever. Guest memberships automatically
expire at the end of the calendar year in which given.
3.
ASSOCIATE:
Associate Members shall be members who live and
berth their boat beyond a radius of 100 miles from The Red Bank Yacht Club.
He/she shall be entitled to all rights and privileges of Regular Members except
the rights of voting and of holding office and shall be required to pay
initiation fees and dues.
4.
LIFE:
In order to recognize Regular Members of the Club for long
or extraordinary service to yachting and the Club, the Board of Directors may
recommend to the Club that an individual be granted Life Membership. The Regular
Members may then approve the appointment by a majority vote of the membership
present at a regular or special meeting. Life Members enjoy all the privileges
of a Regular Member but pay no dues or assessments.
5.
JUNIOR:
Junior Members shall be those persons elected to membership
who are less than eighteen years of age and over twelve years of age. A Junior
Member may advance to Regular Member status on his or her 18th birthday and must
advance at year end the same year as his or her 18th birthday, if not a full
time student. The initiation fee, dues and privileges shall be established by
the Board of Directors and published in the House Rules. All Junior Memberships
shall expire at the end of each year but an individual may be re-elected as a
Junior Member on a year-to-year basis.
Each new membership application shall be given immediately
to the Membership Director and Treasurer who shall upon approval of the Board
of Directors, update the Club membership rolls to include the new members
name, address, etc. Each membership shall be considered a family membership and
has one vote. If the family membership cannot decide on a vote, that vote is
null and void. More than one family member may join the Club as a Regular Member
thus making each eligible to vote.
ARTICLE V: INITIATION FEES, DUES
AND ASSESSMENTS
Initiation fees, dues, and payment schedules for all
classes of members shall be established by an approval of two-thirds of the
Board of Directors and may be changed by them from time to time as the needs and
the best interests of the Club shall require; provided, however, that the
membership be notified in writing of any increase in dues no less than three
months in advance of any such increase. The assessment of extra fees and dues,
upon recommendation of the Board of Directors, may be made only by a majority
vote of the members of the Club present and entitled to vote at a duly called
regular or special meeting.
ARTICLE VI: RIGHTS AND PRIVILEGES
OF MEMBERS
Only Regular Members shall have voting rights and the
privilege of holding elective office.
The terms and conditions applicable to all classes of
membership shall be fixed from time to time by the Board of Directors, except as
otherwise specifically provided in these By- Laws.
Membership in the Club shall commence upon election by the
Board of Directors and shall terminate, except as otherwise specifically
provided herein, upon acceptance by the Board of Directors of any written notice
of resignation.
ARTICLE VII: SUSPENSION AND
REINSTATEMENT OF MEMBERSHIP
A member whose dues or assessments are unpaid two (2)
months after the period for which they are due (annual or quarterly) shall not
be considered in good standing and shall have no vote in the meetings of the
Club. He/she shall be notified of delinquency. If dues remain unpaid an
additional thirty (30) days his/her name shall be dropped from the membership
roll.
A member that is terminated for non-payment of dues may be.
reinstated to good standing upon application to the Board of Directors. The
application must be accompanied by payment of delinquent dues plus the
initiation fee.
Any member who has membership as part of a family
membership may join at any time on his/her own behalf without the assessment of
initiation fees, provided that person meets all criteria specified in these
By-Laws.
The Board of Directors may grant a leave of absence to any
member with good cause. During the granted time period the member will be
relieved of membership dues or assessment requirements. Members in
Leave-Of-Absence status shall have no vote in the meetings of the club and are
not eligible to hold elective office in the club.
ARTICLE VIII: DISCIPLINE
For violation of Club By-Laws, rules or for unbecoming
conduct any member may be suspended from the privileges of the Club by the Board
of Directors unanimous decision on recommendation by any member for such period
not to exceed sixty (60) days or as The Board of Directors may choose.
A member may be expelled from the Club for the violation of
Club By-Laws, rules or conduct detrimental to the good of the Club. Upon written
request from any member, or acting on its own discretion, the Board of Directors
shall conduct an investigation to gather information pertaining to charges
warranting expulsion made against a Club member. The Board of Directors shall
send a copy of the charges made to the concerned member not less than ten (10)
days before its meeting on the charges and said member may present his/her
defense at the time. If the Board of Directors finds probable ground for
expulsion, the Board shall submit a full report of charges made, results of the
investigation and the Board's recommendation to the membership at the first
general meeting after which this information is compiled.
An affirmative vote of two-thirds (2/3) of a quorum present
at any general meeting of the Club shall be required to expel a member from the
Club.
A member of the Club having been expelled or dropped from
the roll for any cause shall at once be notified by the Secretary of that fact
together with a statement of the reasons therefore and he/she shall thereupon
forfeit all rights and priveleges of membership.
ARTICLE IX: MEETINGS
The monthly meeting of the members shall be held on the
third Thursday of each month or as otherwise set by the Board of Directors with
at least seven (7) days written notice.
The Board of Directors shall submit at the general meeting
of the members a report upon the affairs of the Club with such recommendations
as the Board deems necessary.
There may be special meetings of the members called by the
Board of Directors held not less than seven (7) days and not more than ten (10)
days after notice thereof to all voting members. At the request of five or more
voting members the Board of Directors shall call a special meeting of the
members to be held at such time and place as shall be designated by the Chair of
the Board, upon not less than seven (7) or more than ten (10) days notice
thereof to all voting members. During a special meeting, only the items on the
announced agenda shall be discussed.
At any meeting of the members, a quorum shall consist of
twenty-five percent (25%) of the voting membership. Unless otherwise provided
therein, any matter may be passed upon by the members at a duly called meeting
by a vote of the majority of the members-in-good-standing present and entitled
to vote, provided a quorum is present. There shall be no voting by proxy.
At any meeting of the membership, if a quorum is not
established, the meeting may be postponed until a later date. Upon proper
notification, the second meeting can be held not less than fourteen (14) days
later than the first meeting. The members-in-good-standing present at the second
meeting shall constitute a quorum.
Unless
otherwise prescribed by the Chair, the order of the meeting shall be as follows:
1. Roll call and introduction of guests
2. Reading of previous minutes;
3. Report of officers;
4. Report of committees;
5. unfinished business;
6. New business;
7. Miscellaneous;
8. Adjournment.
Except
where inconsistent with these By-Laws, Roberts Rules of Order shall govern the
conduct of all Club meetings.
ARTICLE
X: OFFICERS AND DIRECTORS OF THE CLUB
The
Officers and Directors of the Club shall be such as are elected by the members
or appointed by the Commodore.
The
elective Officers of the Club shall be:
· a COMMODORE,
· a VICE COMMODORE,
· a REAR COMMODORE,
· a SECRETARY,
· a QUARTER MASTER,
· a TREASURER, and
· a PORT CAPTAIN.
The
Directors shall be the Membership Director, the Facilities Manager and a
Director-at-Large. The Commodore, with the approval of the Board of Directors,
may appoint such standing committees with such titles and duties as the Board of
Directors shall determine.
The
elective Officers and Directors of the Club shall hold office for two years,
commencing December 1st.
The
appointive Officers and Directors of the Club shall hold office from December 1st
through November 30th, or from the date of appointment (if after
December 1st) through November 30th of the following year.
ARTICLE
XI: BOARD OF DIRECTORS
The
government of the Club shall be vested in a Board of Directors consisting of the
elected Officers and Directors of the Club.
The
Board of Directors shall manage the affairs of the Club, control its property,
and enforce the preservation of order and obedience to its By-Laws, rules and
regulations. It shall have power to appoint and remove all employees of the Club
and to fix, reduce or increase their compensation. All appropriations of the
funds of the Club shall be made by or under the direction of the Board of
Directors and all disbursements of Club funds shall be made in accordance with
directions prescribed by the Board of Directors. In general, the Board of
Directors shall be responsible for the conduct of all affairs normally conducted
by the directors of a California corporation.
The
term of office for members of the Board of Directors shall be one year beginning
December 1st and terminating November 30th of the
following year.
The
Board of Directors shall meet at least once a month for the transaction of
business. The full Board now comprises nine (9) members and a quorum of the
Board shall consist of five (5) members. At any duly called meeting of the
Board, matters requiring Board attention may be passed by majority vote of
Directors present.
Any
member of the Board of Directors who shall absent himself/herself from three (3)
consecutive meetings of the Board without rendering a sufficient reason for such
action shall forfeit his/her office. It shall be the duty of the Secretary to
report to the Chair upon the absence of any Director from three (3) consecutive
meetings.
In
the event of the resignation or removal of a Director, the Commodore may, at
his/her discretion, call a special meeting, or open the next general meeting for
election of a new Board member to fill the vacancy for the unexpired term.
ARTICLE
XII: DUTIES OF THE OFFICERS AND DIRECTORS
The
Commodore shall act as Chair of the Board of Directors unless the Board shall
otherwise determine. It shall be the duty of the Chair of the Board to act as
Chief Executive of the Club. He/she shall, when present, preside at all meetings
of the Board of Directors. He/she shall have the power to call special meetings
of the Board of Directors for any purpose or purposes, to make and sign
contracts and agreements in the name and on the behalf of the Club with the
approval of the Board of Directors, and while the Directors are not in session,
he/she shall have general management and control of the business affairs of the
Club. He/she shall also see that the tax reports, statements and certificates
required by the laws under which this Club is organized or any other laws
applicable thereto, are properly kept, made and filed according to law and shall
generally do and perform all acts incident to the office of President of a
California corporation and which are authorized or required by law. In addition,
the Commodore shall:
1. Command the Club fleet
2. When present, preside at all meetings of the members.
It
shall be the duty of the Vice Commodore to assist the Commodore in the discharge
of his/her duties and in his/her absence or in case of vacancy of the office of
Commodore, to act as Commodore. The Vice Commodore may oversee the following
which may be designated as committee activities:
1. Programs at monthly meetings.
2. Cruising
3. Master Calendar of Events.
It
shall be the duty of the Rear Commodore to assist the Commodore and Vice
Commodore in the discharge of their duties, and in their absence or in case of
vacancy of these offices, to act as Vice Commodore or Commodore. In addition,
the Rear Commodore may oversee the following which may be designated as
committee activities:
1. Race Management.
2. Youth Sailing.
3. Education.
4. Safety Activities.
It
shall be the duty of the Secretary to:
1. Have custody of the Club’s seal.
2. Keep a minute record of the proceedings of the Club.
3. Keep a list of yachts owned by members of the Club with a copy thereof posted on the bulletin board of the Club.
4. File all documents, records, reports, and communications connected with the business of the Club.
5. Oversee the periodic publishing of the Club’s newsletter.
It
shall be the duty of the Treasurer to:
1. Receive all monies belonging to the Club and disburse the same under the direction of the Board of Directors.
2. Make a report at each monthly meeting of the Board of Directors, or whenever called upon by the Board, of receipts and disbursements with a statement of the amount of money then in his or her custody, with proper vouchers.
3. Have custody of all funds of the Club, which he or she shall deposit and keep to the credit of the Club with a bank or banks designated by the Board of Directors, and in such separate accounts as they may from time to time prescribe.
4. Make such investment of the Club's funds, and effect the sale, transfer, or exchange of such securities owned by the Club, as may from time to time be authorized by the Board.
5. Prepare annually and submit to the Board of Directors a tentative budget for the ensuing fiscal year.
6. Prepare and submit to the members at the annual meeting a report on the financial condition of the Club.
7. Perform such other duties as may from time to time be assigned to him/her by the Board of Directors.
It
shall be the duty of the Port Captain to:
1. Act as the official representative of the Club to all visiting Clubs and persons Vice Commodore wishing to make use of the Club facilities.
2. Act as the official Club representative to the Borough of Red Bank and other government and regulatory agencies as necessary.
3. Prepare annually and submit to the Treasurer a tentative budget for ensuing fiscal year including forecasted income and expenses.
4. Oversee the following which may be designated as committee activities:
5. Hospitality and Food Service;
6. Bar and Beverage Management;
7. Ships Stores (retail sales).
It
shall be the duty of the Membership Director to:
1. Keep an up-to-date roll of all members of the Club;
2. Process membership applications in accordance with the By-Laws;
3. Notify new members of their election to membership by the Board of Directors.
In
addition, the Membership Director may oversee the following which may be
designated as committee activities:
4. Membership;
5. Publicity;
6. Public Relations.
It
shall be the duty of the Facilities Manager to administer and advise the Board
of Directors on all matters pertaining to the Clubhouse and grounds.
In
addition, the Facilities Manager may:
1. Supervise the purchase of all supplies for the Club except those under the direction of the Port Captain;
2. Supervise all employees other than those under the direction of the Port Captain;
3. Prepare annually and submit to the Treasurer, a tentative budget for the ensuing fiscal year including forecasted income and expenses.
The
Facilities Manager may also oversee the following which may be designated as
committee activities:
4. Building Maintenance and improvement;
5. Leasing activities;
6. Housekeeping;
7. Grounds Keeping.
It
shall be the duty of the Quarter Master to administer and advise the Board of
Directors on all matters pertaining to the sale of club merchandise and apparel
as well as any licensing of the club burgee/trademark and name.
In
addition, the Quarter Master may:
1. Direct and purchase the acquisition of apparel and merchandise that bears the yacht club burgee and name.
2. Supervise the warehouse and distribution of the same.
3. Market and sell the merchandise to the benefit of the club.
The
Director-at -Large represents the interests of the general membership of the
Club.
ARTICLE
XIII: ACCOUNTS AND FUNDS
The
Board of Directors as a whole shall constitute the Finance Committee of the
Club. They shall designate the bank or banks wherein its funds shall be
deposited and shall be responsible for the Club's funds and financial affairs.
The
Board of Directors shall appoint an accountant to audit the books and accounts
of the Club at the end of each fiscal year (December31st) or at the
end of the Treasurer's term of office if he/she does not complete a full term of
office. Said audit shall be completed and reported to the Board not later than
sixty (60) days after the close of the fiscal year. If the Treasurer does not
complete a full term of office, said audit shall be completed and reported to
the Board not later than sixty (60) days from the date the auditor is appointed
by the Board of Directors.
All
checks drawn on the treasury of this Club for more than $1,000.00 or such limit
as determined by the Board of Directors shall be signed by any two of the
following:
1. The Commodore;
2. The Vice Commodore;
3. The Rear -Commodore;
4. The Quarter Master
5. The Treasurer.
The
Club’s fiscal year shall begin on January 1st of each year.
ARTICLE
XIV: ELECTION OF OFFICERS AND DIRECTORS
At
the September meeting the Board of Directors shall appoint a Nominating
Committee (two incumbent Board members and three members at large) consisting of
a Chair and four (4) members. The board shall appoint alternate members of the
Committee who will serve in the event that any other member is unable to serve.
The Nominating Committee shall nominate at least one regular member for each
Board position. It shall require a majority vote of the Committee to nominate
and their report shall be signed by the Committee members who concur therein.
The
Nominating Committee shall present its report at the regular October meeting of
the membership. At the meeting, additional nominations may be made from the
floor providing the nomination has at least seven (7) seconds by regular
members. The seconds may be in the form of a written petition or be made from
the floor. Upon the close of nominations, of nominees shall be posted on the
Clubhouse bulletin board.
The
Secretary shall compose a ballot containing all of the nominees and the position
for which they are nominated. The ballot shall be mailed to all regular members
at least fourteen (14) days prior to the November membership meeting, which is
usually the Annual Awards Dinner in November.
The
ballot shall be accompanied by a special return envelope addressed to the
Elections Committee. Ballots must be received by the Election Committee at least
three days before the November membership meeting.
At
the October Board of Directors meeting, the Chair shall appoint an Elections
Committee for the purpose of counting the ballots. No incumbent Officer,
Director, Member of the Nominations Committee or Nominee shall serve on this
Committee. The Committee shall certify in writing to the Board of Directors a
correct count of the ballots cast. The nominee receiving the largest number of
votes for a position shall be declared elected to that position. In event of a
tie vote, a second ballot containing only the positions involved in the tie
shall be prepared. This ballot shall contain the names of the two nominees
receiving the highest number of votes and shall be mailed to all regular
members. The Elections Committee shall determine the schedule for returning the
second ballots. In the event the second ballot results in a tie, the Elections
Committee shall determine the winner by lot. The names of all elected officers
and directors shall be posted on the Clubhouse bulletin board and in the Club
newsletter.
ARTICLE
XV: COMMITTEES
With
the approval of the Board of Directors, the Commodore may appoint such standing
and special committees as he or she may deem necessary and advisable.
ARTICLE
XVI: REGULATIONS
The
Board of Directors shall have the power to adopt Club regulations not
inconsistent with these By-Laws for the purpose of providing ways and means for
the proper government and conduct of the business and affairs of the Club and
shall likewise have the right and power to change the same from time to time.
ARTICLE
XVII: DISSOLUTION
The
property of this corporation is irrevocably dedicated to recreational purpose
and upon abandonment, liquidation, or dissolution of this corporation, its
assets shall be distributed by the Board of Directors to one or more
organizations organized for the purpose of promoting safety on the water among
small craft, provided that such distribution would qualify this corporation as a
tax-exempt organization under the revenue laws of the United States and the
State of California. No part of the net earnings of this corporation shall inure
to the benefit of any individual.
ARTICLE
XVIII: AMENDMENTS
These
By-Laws may be repealed: amended, and additional provisions added thereto at any
regular or special meeting of the members, at which at least a two-thirds (2/3)
majority of all members present in a quorum, vote in favor of said repeal,
amendment, or addition, but no repeal, amendment or addition to the By-Laws
shall be voted upon at any given meeting of the members unless fourteen (14)
days notice has been given by mailing a copy thereof together with a notice of
the meeting to each member.
As
approved by a meeting of the general membership on April 1, 2002