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 privileges 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