BYLAWS of the SPOKANE YACHT
CLUB
ARTICLE
I - ORGANIZATION, PURPOSE AND NAME
Section
1.
The Spokane Yacht Club is a non-profit Corporation organized and
existing under the laws of the State of Washington
and is the successor to The Spokane Outboard
Club.
Section
2.
The purpose of the Spokane Yacht Club is to serve the interests of
boat owners and enthusiasts, to protect such persons against adverse
legislation and taxation, to prevent the pollution of area waters
and camping facilities, to stimulate a greater interest in boating
among all the citizens in the area served by the Club, to provide a
medium for the exchange of boating information, to own or lease
property for Club uses, to develop more adequate boat storage and
dock facilities and to do all other things which will tend to
service owners and operators of boating equipment and to further
interest of boating generally.
Section
3.
The name of the Club is The Spokane Yacht
Club.
ARTICLE
II - MEMBERSHIP
Section
1.
Membership in The Spokane Yacht Club shall be limited to 200
members. Subject to such limitations, applicants shall be at least
21 years of age, and shall be required to own and operate a power
boat capable of maintaining a normal cruising speed as established
by the governing board.
Section
2.
Application for membership in the Club shall be made in the manner
prescribed by the Board of Trustees. An application for membership
shall first be referred to the membership committee for
consideration. If they approve such application, it shall then be
submitted to the Board of Trustees at the next regular or special
meeting and shall be voted upon. A favorable vote of a majority of
those board members present shall be required to elect an applicant
to membership. If the application is approved, the applicant shall
become a member of the Club upon payment of the initiation fee and
first year's dues.
Section
3.
A member may resign from the Club at any time upon notice in writing
addressed to the Yeoman.
Section
4.
To be a member is good
standing, a member must be current in the payment of all dues,
rentals and fees. Members not in good standing may be terminated by
action of the Board of Trustees. Termination of the membership of
any member shall not release the said member from the obligation to
pay all monies owing, pro-rated to the date of
termination.
Section
5
Members of the Club will be responsible at all times for the actions
of their guests, minor children and animals, at all club sponsored
functions and with respect to the Club property. This responsibility
covers general behavior and prohibiting the consumption by any minor
of alcoholic beverages at Club functions or at Club facilities.
Failure to observe this responsibility will be deemed grounds for
expulsion.
Section
6.
Votes at membership meetings shall be cast one vote per family
membership. There shall be no proxy or absentee
voting.
Section
7.
Upon the completion of their term as commodore, a member shall
become a life member of the Club, subject to the provisions of these
by-laws with respect to resignation and expulsion. Such a life
member shall be required to pay dues, if living in the Spokane area,
but if living too far away to participate in the activities of the
Club, the Board of Trustees, may, on request, suspend their dues. If
such a life member's dues are suspended, they shall not be counted
in determining the number of members in the Club for the purposes of
quorum, total membership limitations or for any other purpose.
Neither shall they be entitled to vote at any meeting of the Club,
but shall have all the other rights and privileges of
membership.
Section
8.
Fees
The initiation fees and dues will be established by the Board of
Directors, voted by the membership and documented in the standing
rules.
The
Club will place 10 per cent of the annual dues in a reserve account
to be held and invested as a reserve for financial emergencies,
which may arise in the future.
Section
9. Payment of fees.
Annual dues are due January 1st, of each year. Any
member, who has not paid their dues by February 1st,
shall be suspended from all privileges of membership in the Club.
Member may be reinstated at the discretion of the Board of Trustees
and tender of delinquent dues plus an assessment of $25.00.
Dues
and fees to be published in the November and December
bulletins.
Section
10. Meetings.
The annual meeting of the members of the club shall be held on the
first Wednesday in December. Regular
meetings of members of the Club shall be held on the first Wednesday
of each month unless otherwise designated by the Board of
Trustees. Written notices of the place,
day and hour of the annual and of all regular meetings of the
members shall be distributed to the membership by the Board of
Trustees.
Special
meetings of members of the Club may be called by the Commodore or by
any three members of the Board upon giving three days notice to the
membership, such notice shall state the place, day, hour and purpose
of the meeting.
Robert's Rules of Order, latest edition, shall govern on all points
where they are applicable and not inconsistent with the Bylaws and
the temporary rules adopted by the Board of Trustees. When asked for
a ruling on a point of order the Commodore shall have the final
authority.
Section
11. Quorum.
25% of the regular members in good standing shall constitute a
quorum. Any action taken at any regular or special meeting shall
require a quorum and a majority vote of those
present.
ARTICLE
III - BOARD OF TRUSTEES
SECTION
1.
The management of the Club shall be vested in a Board of thirteen
(13) trustees as voting members of the Board. Twelve (12) elected
trustees, consisting of the Commodore, Vice Commodore, Rear
Commodore, Yeoman, Purser, Fleet Captain, Attendance/Directory,
Bulletin, Membership, and Social/Program, Idaho Legislation and
Washington Legislation. The immediate Past Commodore shall be a
trustee. The twelve (12) elected trustees shall be elected by the
members at their annual meeting and shall take office January
1st.
SECTION
2.
All elected members of the Board shall hold office for one year or
until their successors are duly elected and qualified. The Commodore shall not
serve more than one term consecutively. Elected Board Members that
fail to attend three (3) consecutive Board Meetings, at the
discretion of the Board, shall forfeit their position on the Board
of Trustees.
SECTION
3.
Seven members of the Board shall constitute a quorum at any meeting
of the Board.
SECTION
4.
Regular meeting of the Board shall be held monthly at a time and
place designated by the board.
SECTION
5.
Special meetings of the Board may be called by the Commodore or by
any three members of the Board. Notice shall be given in sufficient
time to permit members to be present.
SECTION
6.
The Board shall have
the authority to contract the Manager of the Boat Show. The Boat
Show Manager is not a voting member of the Board. The Boat Show
Manager shall manage the Boat show as designated under contract, by
the Board of Trustees.
SECTION
7. Discipline,
Suspend and Expel:
The Board shall have the authority to discipline any member guilty
of misconduct during any regular or special meeting, cruise, or
function of the Club, or whenever cruising under the insignia of the
Club, or on SYC Property. Such misconduct shall also be grounds for
expulsion.
Membership
may be terminated or suspended for just cause by a three-quarter
(3/4) vote of the Board Members present (quorum required, see
Article III, Section 3) at any regular or special board meeting,
provided that written notice of the proposed expulsion has been
given to the member thirty (30) days prior to such
meeting.
ARTICLE
IV - TRUSTEES DUTIES
Section
1. The
Commodore Shall:
Preside
at all meetings of the Club and of the Board and shall appoint any
special committee chairmen. The Commodore shall be an ex-officio
member of all committees and shall carry out such other duties as
are assigned to them by these Bylaws and by the
Board.
Appoint a nominating committee of five (5) members at the October
meeting for the purpose of selecting candidates for the twelve (12)
Trustee positions. No member shall serve on the nominating committee
for more than two (2) consecutive years. The names of the candidates
selected shall be presented to the regular November and December
meetings at which nominations may be made from the floor. Those
nominated will be voted upon by the membership at the annual
meeting.
Section 2. The Vice-Commodore
Shall:
Perform the duties and have the powers of the Commodore during the
absence or temporary incapacity of the
Commodore.
Submit
to the Board of Trustees, on or before the regular April meeting, a
proposed budget covering all anticipated expenditures for the new
fiscal year. The budget shall be considered and approved, with or
without revisions. The budget is subject to revision at any meeting
of the Board of Trustees thereafter. The Club shall not be obligated
otherwise than according to the approved
budget.
Be
the custodian of the Standing Rules.
Section 3. The
Rear-Commodore shall:
Be responsible for all Club properties. Appoint
a committee to see that the required maintenance and improvements
are performed, as recommended by the Property Planning Committee and
deemed necessary by the Board of Trustees.
Section
4. The Yeoman shall:
Keep minutes of all meetings of the Club and of the Board.
Ensure
that all the members of the Board of Trustees have a current copy,
with up to date revision, of these Bylaws and the Standing Rules of
the Spokane Yacht Club.
Section
5. The Purser shall:
Keep all financial records and accounts of the Club and have custody
of its funds.
Keep
all Club funds in a bank designated by the Board and in the name of
the Club, subject to withdrawal by checks signed in such manner as
shall be prescribed by the Board. Disburse
the funds of the club by check, as directed by the Board.
The
Purser and all officers shall be bonded at the expense of the
Club.
Section
6. The Fleet Captain shall:
Appoint such members as deemed necessary to serve as the Cruise
Committee. Such committee shall be responsible for the scheduling
and planning of all cruises sponsored by the Club and will present
this schedule to the Board for approval. Present
to the membership, information regarding safe boating, first aid,
boat trailing and any other safety program deemed necessary. The
Fleet Captain shall recommend the minimum standards of safety as
required by the U. S. Coast Guard.
Section
7. The Attendance/Directory Trustee
shall:
Publish a Club directory, with information as established by the
Board and maintain a record of the Club functions and
activities.
Be
responsible for attendance records at all Club meetings. The Trustee
may appoint members of the Club to assist in carrying out the
duties.
Section
8. The Bulletin Chairman shall:
Edit and distribute a monthly club bulletin.
Section
9. The Membership Trustee shall:
Appoint four (4) members of the Club to serve as the membership
committee. Such committee shall be responsible for the solicitation
of new members and shall present all membership applications
received to the Board. Refer to Article II, Section
2.
Section
10. The Social Trustee shall:
Appoint a committee to conduct the various social activities of the
Club. Be
responsible for the Blood Bank Program.
Section
10.
Vacancies in any elective office may be filled by the Board at any
meeting. The successor so appointed shall service for the unexpired
term.
Section
11.
The Legislation Trustees, Washington and Idaho, shall monitor the
legislation from their respective local region, state and
nationally, and inform the members of the Spokane Yacht
Club.
Section
13.
The Board shall establish Standing Rules to maintain continuity
within the Club. Amendments to Standing Rules may be made by a
majority vote at any regular or special meeting of the Board or
general membership. The general membership shall be notified, by
mail (monthly bulletin) of any amendments to the Standing Rules.
Standing rules shall be published in the annual
directory.
ARTICLE
V – STANDING COMMITTEES
Section
1. The Property Planning Committee:
The Property Planning Committee consisting of five (5) members shall
be elected at the annual meeting. Members of the committee shall
serve terms of five (5) years and shall be divided into classes so
that one member is elected each year. Members of the Property
Planning Committee shall be members in good standing of the Spokane
Yacht Club. Vacancies in the committee shall be filled by an interim
appointment made by the Board of Trustees. Interim committee members
will serve until the next annual meeting of the Club, at which time
an election will be held to fill the unexpired term. No member of
the Board of Trustees shall be elected to the Property Planning
Committee; however, a member of the committee may be elected to the
Board of Trustees. At no time may more that two (2) of the five (5)
elected committee members serve on the Board of Trustees. The
Commodore and the Rear-Commodore will be ex-officio member of the
committee.
The
Property Planning Committee shall:
Establish one, three, and five year project plans for additions,
improvements, and/or maintenance of the properties of the Spokane
Yacht Club, making recommendations for the financing of these
projects. Report
findings, recommendations and financial estimates to the Board of
Trustees and give an annual report at the March general membership
meeting. The
Committee shall elect each year its own Chairperson from the five
elected members of the Committee. The
Committee shall meet as often as necessary, and at least
semi-annually. The chairman, Commodore, or any three members of the
committee may call a meeting. The
property Planning Committee shall keep a complete record of all its
proceedings. All reports of the committee shall be filed and
preserved with the records of the Club. By
two-thirds vote, the Property Planning Committee may suspend any of
its members until the next general membership meeting. Members of
the Spokane Yacht Club attending that meeting shall vote whether to
remove the suspended party.
Section
2. The Audit Committee:
The Audit Committee consisting of three members shall be elected at
the annual meeting. Members of the Audit Committee shall serve terms
of three (3) years, and shall be divided into classes so that one
member is elected each year. Members of the Audit Committee shall be
members in good standing of the Spokane Yacht Club. Vacancies in the
committee shall be filled by an interim appointment made by the
Board of Trustees. Interim committee members will serve until the
next annual meeting of the club, at which time an election will be
held to fill the unexpired term. No member of the Board of Trustees
may service on the Audit Committee, however, the Purser for the year
being audited shall be available to answer
questions.
The
Audit Committee shall:
Audit the financial books of the Spokane Yacht Club. This audit
shall take place within sixty (60) days of the close of the Club's
fiscal year. Fiscal year shall be a calendar year. The
committee shall determine that the Club funds have been dispersed as
directed by the Board of Trustees. It shall not be the duty of this
committee to question any expense approved by the Board of Trustees,
except in case of apparent irregularities. The
audit committee may establish a system for keeping the financial
records of the Club provided it is approved by the Board of
Trustees. The
audit Committee shall report the financial status of the Club to the
Board of Trustees giving any recommendations necessary to maintain
the financial stability of the Club. The
report of he Audit Committee will be given at the April general
membership meeting. The
senior most member of the committee shall be the
chairperson.
ARTICLE
VI - DISSOLUTION
Dissolution shall require a two-thirds (2/3) majority vote of the
total members in good standing at a meeting of the corporation
provided that written notice stating that the purpose or one of the
purposes of the meeting is to consider the advisability of
dissolving the corporation shall have been given to each member
entitled to vote at the meeting not less than ten (10) not more that
fifty (50) days prior to the date of the meeting. In
the event of the dissolution of the Club, whether voluntary or
involuntary, the assets of the club shall be applied and distributed
as follows:
All
liabilities and obligation of the Club shall be paid; satisfied and
discharged or adequate provision shall be made
therefore.
All
remaining assets shall be distributed among the members in
proportion to the length of time that such members have been
continuously members of the Club prior to dissolution. Each member
in
good standing at the time
dissolution is instituted shall be entitled to as many shares (but
not less than one) as the number of full years that he has been a
member of the Club continuously prior to the institution of
dissolution proceedings. For example, if at the time of dissolution
there were three members, Jones, Smith and Brown, and Jones had been
a member continuously for 10 years, Brown for 20 years and Smith has
just joined the month before dissolution, the remaining assets in
the Club would be divided in 31 shares, Jones would receive 10,
Brown would receive 20 and Smith would receive
1.
Provided:
Any
year when a member, as a Past Commodore or as a demitted member, did
not pay dues shall not interrupt his continuous membership but shall
not be counted in computing such member's years of
membership.
Any
member who is not more than three months delinquent at the time
dissolution instituted, shall be entitled to be reinstate by paying
all fees due the Club within 30 days after receiving notice that
dissolution proceedings have been instituted.
Any
member whose membership has been interrupted by expulsion or
resignation shall not be entitled to count any years prior thereto,
but a member who has been suspended and has been reinstated, and has
paid all fees due the Club, shall not be deemed to have had his
continuous membership interrupted.
The
Club means this corporation including its predecessor, The Spokane
Outboard Club.
ARTICLE
VII - AMENDMENTS
These Bylaws may be amended by a two-thirds (2/3) vote of the
members of the corporation at a meeting at which a quorum is present
provided that notice setting forth the substance of the proposed
amendment was mailed to all of the members not less than ten (10)
nor more that thirty (30) days prior to the meeting at which the
amendment is to be vote upon; provided that an amendment of Article
VI - Dissolution, shall not be effective unless adopted by the
affirmative vote of two-thirds of all of the members in good
standing at two consecutive meetings of the members which meetings
shall be less than thirty (30) days apart.
ARTICLE
VIII - LIABILITY INSURANCE AND INDEMNIFICATION OF
MEMBERS
The club will carry public liability insurance in the amount of not
less than $100,000.00 per person and $300,000.00 per accident bodily
injury and $50,000.00 property damage, to insure it against claims,
demands and suits arising out of the ownership, use or operation of
its property or the conduct of any of its activities. If any claim,
demand or suit is brought against any officer, trustee or member of
the Club on account of, or arising out of the activity or project,
then the Club will indemnify and save harmless such officer, trustee
or member from the same including costs, expenses and reasonable
attorney fees incurred in defending the same, provided that this
indemnification shall not extend to case of injury or damage
intentionally caused or inflicted by any such officer, trustee or
member, or resulting directly and proximately from the intoxication
of such office director or member.
ARTICLE
IX - ADOPTION OF AMENDED BYLAWS
These amended Bylaws were adopted by the Spokane Yacht Club on the
5th Day of November, 2003 in accordance with Article VII
of the Bylaws as hereto existing.
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