By-Laws

of the

Corinthian Yacht Club of Bellingham
 

Article I

Name

• The corporate name of this association is the "Corinthian Yacht Club of Bellingham, Inc."

Purpose.

• The purposes of this Club are to promote, advance and encourage the sport of Corinthian and amateur sailing, particularly of Yacht racing and cruising; to provide the Club with educational, social, cruising and racing facilities and services for its members; to hold and take part in sailboat races and regattas with other yacht clubs and associations and to cooperate and associate with them; to develop the friendship, sportsmanship, and good fellowship of its members and the general public; and to take part in and support other outdoor sports.

Location

• The Club is located in Bellingham, Washington, and its corporate address is Post Office Box 101, Bellingham, WA 98227, and, in the alternative, the address of the then-incumbent Secretary of the Club.

Membership Classification and Privileges

• Section 1: Membership is open to any person upon approval of the Board without discrimination on any lawful basis.
• Section 2: There are two classes of Membership, Senior and Junior:
• A. Senior: Any member 21 years of age or older including the spouse or significant other, each of whom is entitled to one vote.
• B. Junior: A person between the ages of 12 and 20 who has been granted member status by the Board. A Junior member has no vote and cannot hold office.
• C. All members and their minor children are entitled to share equally in the benefits of the Club.

Membership Application, Resignation and Expulsion

• Section 1: The number of active members may be limited at the discretion of the Board based on the social and recreational goals of the Club. Membership is not transferable or refundable.
• Section 2: An application for membership or resignation must be addressed to the Membership Officer who must, not later than the next Board meeting, bring the application to the attention of the Board for action.
• Section 3: Upon approval of the application by the Board, membership becomes effective upon payment of dues. Resignation will become effective no later than five days from the date on which the formal application is received by the Membership Officer. The Board may recommend immediate effectiveness but in no event may resignation become effective before all money due to the club has been paid.
• Section 4: The Board, by a majority vote, may reprimand or expell a member for unbecoming conduct or action contrary to the purposes of the Club upon granting the member a hearing after 15 days' written notice stating the reason for the proposed reprimand or expulsion.

Officers

• Section 1: The Board consists of only the following elected and appointed positions:
• A. Elected: Commodore, Vice-Commodore, Immediate Past Commodore, Administrative Officer, Secretary, Treasurer, Cruise Officer, Race Officer, and Membership Officer.
• B. Appointed: Reciprocity Chair, Newsletter Chair, PIYA Representative, and PHRF Representative.
• Section 2: Appointed Chairs and Representatives are appointed by the Board and may participate in Board meetings but have no vote.
• Section 3: Club officers are elected at the November (annual) meeting. The Nominations and Elections Committee will propose a slate of officers to be presented at the meeting prior to the annual meeting and/or in the newsletter sent to all the members prior to the annual meeting. Other nominations may be made from the floor. No person may be nominated without that persons consent. The officers' terms will begin January 1 and will be for one year. (See also Section 2, Article IX).
• Section 4: Any office holder of the Club may be removed for cause by a unanimous vote of the other officers. A member may petition the Board for removal of any office holder by presenting a petition signed by a majority of the members in good standing.
• Section 5: The Board has the authority to act on any matter concerning the Club except a matter requiring membership vote or as otherwise specifically provided for in the By-laws of the Club.
• Section 6: If there is a vacancy on the Board the remaining members of the Board must appoint a temporary member to serve for the unexpired term.

Duties of the Board, Officers and Members

• Section 1: The duties of the Board are to act on all matters of policy; to propose the initiation fees, monthly dues, equipment rental, and instructional fees; to act in a judicial capacity on violations of Club rules; to determine compensation for employees and all other work done by the general membership; to protect the Club's interest and safeguard its welfare; to submit its findings and recommendations to the meetings for approval; and to audit the records and testify thereto.
• Section 2: The Commodore presides at all meetings of the Club; appoints all committees and acts as an ex officio member thereon; and performs all other duties that properly pertain to this office.
• Section 3: The Vice-Commodore presides at meetings when the Commodore is absent and performs all other duties that properly pertain to this office.
• Section 4: The Immediate Past Commodore serves in the absence of the Commodore and Vice-Commodore.
• Section 5: The Secretary conducts all correspondence at the direction of the Club or its officers, takes minutes of the meetings, makes an accurate record of the proceedings, and performs all other duties that properly pertain to this office.
• Section 6: The Treasurer receives all Club money and maintains a Club account in a federally insured depository; makes all authorized disbursements; makes an annual and monthly report of official transactions; and performs all other duties that properly pertain to this office.
• Section 7: The Administrative Officer is the chief social director and performs other duties as designated by the Board.
• Section 8: The Race Officer oversees and organizes the annual race program.
• Section 9: The Cruise Officer oversees and organizes the annual cruising program.
• Section 10: The Membership Officer oversees the recruitment, enlistment, and orientation of new members and maintains a list of members in good standing; and performs other duties as designated by the Board.
• Section 11: The duties of the members are to attend all meetings; elect a Board responsible to their majority views; conduct themselves in a proper and fitting manner as members of the Club; be alert to, and mindful of, the Club's interests; exercise due caution and safety in sailing; and observe all State, local and Club rules and regulations.
• Section 12: Any corporate action required or permitted by the Articles of Incorporation or By-laws, or by the laws of the State of Washington, to be taken at a meeting of members or directors of the corporation, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members or directors entitled to vote with respect to the subject matter thereof.

Meetings and Quorums

• Section 1: The annual meeting of the members for election of Directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting is held each year at the regular November meeting of the corporation at a location as designated by the Board.
• Section 2: The quorum for membership meetings is twenty percent (20%) of the Club membership in good standing. The quorum for Board meetings is a simple majority of elected Board officers.
• Section 3: It shall require a majority vote of those voting members present to affect passage of any resolution except when otherwise provided for by the By-laws or Regulations.
• Section 4: The regular membership meeting is held as determined by the Board.
• Section 5: Upon written request of at least one-third of the members in good standing, the Commodore is required to call a meeting at a time and place at his or her discretion within thirty days of the Commodore's receipt of the request.
• Section 6: All members must be notified, if reasonably possible, of the time, place and subject of a special meeting of the membership and only that business for which the special meeting has been called can be transacted.
• Section 7: The official Club newsletter will be used for the purpose of notice of meetings or other Club business whenever practical to do so.
• Section 8: Board meetings are held to conduct essential business at a time and place designated by the Board at the call of the Commodore or at the discretion of the Board. The Board must meet at least four time a year in any calendar year.

Voting

• Section 1: Voting by proxy is not permitted.
• Section 2: The Commodore must appoint a Nominations and Elections Committee. The purpose of the Committee is to nominate a slate of officers and supervise the tabulation of all ballots, including all absentee ballots when absentee ballots are permitted by these By-laws.
• Section 3: Any Senior member in good standing who cannot attend the annual meeting or other meetings at which absentee ballots are permitted may obtain from the Secretary such a ballot and information concerning the issue to be voted. The ballot envelope within a signed envelope will be used to assure validity and secrecy of the ballot. Only a member in good standing may vote and a member's spouse or significant other is entitled to one separate vote.

Finance

• Section 1: A member is required to pay dues for the coming year by the first day of November. Dues not paid within 90 days are delinquent and the member then automatically forfeits membership and all privileges until re-admitted.
• Section 2: Dues and initiation fees are as set by the Board and ratified by a majority of voting members in person or by absentee ballot after notification in the Club's official newsletter at least one month in advance.
• Section 3: A Junior member converting to Senior membership status is exempt from any initiation fee.
• Section 4: No member of the Club is permitted to make any purchase in the name of the Club except as authorized by the Board.
• Section 5: A member in arrears of any money due the Club relinquishes voting rights and is subject to suspension by a majority vote of the Board. Arrears is non-receipt of full payment by the Club within thirty days of the due date. (For arrears of more than 90 days, see Article X, Section 1.)
• Section 6: The fiscal year of the corporation is January through December.
• Section 7: No loans are permitted to be made by the corporation to any officer or member.
• Section 8: The salary of any employee or agent of the Club is fixed by the Board.
• Section 9: The Board shall propose an annual budget for ratification by a majority of voting members present at the January meeting after at least thirty days notice. Expenditures may exceed budget by up to twenty percent (20%) by majority vote of the Board. An amended budget may be submitted for ratification at any time in the same manner as the original budget.
• Section 10: All contracts of more than one year duration and all debts shall be pre-approved by a majority of the voting members after notification at least 30 days in advance. Voting may be in person or by absentee ballot.

Article XI

Indemnification

• The corporation will indemnify any officer or director serving the corporation against expenses necessarily and actually incurred by him or her in the defense of any action, suit or proceeding in which he or she is made a party by reason of having been such officer or director, as more fully set out in the corporation's contract of insurance. Such indemnification is not deemed exclusive of any other rights of such person as provided for by law or by vote of the Board of members of the corporation.

Miscellaneous

• Section 1: Each member of this Club will agree in writing to read, observe and abide by all rules and regulations of the Club.
• Section 2: The rules of procedure at meetings of the membership and of the Board are the rules of "Roberts' Rules of Order On Parliamentary Procedure" (edition then current) as applicable and when not inconsistent with these By-laws.
• Section 3: This Club has no capital stock. No member of this club has any right, title or interest whatsoever in or to any of the property or assets of the Club. In case of dissolution the property or assets of the Club will be distributed to such non-profit corporation, charitable organization, municipality or other such entity which will carry out the purposes of the Club as herein stated. Such distribution will be made according to law.

Amendments

• Any change to these By-laws can be effected only by a favorable majority vote of the voting members in person or by absentee ballot after notification in the Club's official newsletter at least 30 days in advance. The change will take effect immediately.

FOR THE CORINTHIAN YACHT CLUB

OF BELLINGHAM, INC:
 

s/ Tom Thorp, Commodore

s/ Ed Good, Vice-Commodore

s/ John Bellows, Immediate Past Commodore

s/ Donna Marie Cahill, Administrative Officer

s/ Sue Meagher, Secretary

s/ Mike Grant, Treasurer

s/ Rod Vandersypen, Cruise Officer

s/ Jim Fralick, Race Officer

s/ Pat Hicks, Membership Officer