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Roberts Rules of Order
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By-Laws
As Revised
November 16, 2006
Article IV -
Initiation Fees, Dues, Assessments, Etc.
Article V - Board of
Trustees and the Bridge
Article VI - Power
and Duties of Officers
Article VII -
Committees
Article VIII - Club
Membership Meetings
Article IX -
Nomination and Election
Article X -
Distinguishing Signals, Pennants, Etc.
Article XI - Member's
Equity
Article XII -
Liquidation
Article XIII -
Amendments to the By-Laws
Article XIV -
Indemnification
Article XV -
Reciprocal Privileges
The name of this organization shall
be "San Juan Island Yacht Club," hereinafter referred to as the
"Club."
The Club is
organized for the purpose of encouraging and supporting all forms of
yachting in the Northwest, to bring Members together to share
matters of common interest,
and
to further safe and enjoyable boating.
Section 1.
General. The membership will consist of those selected
persons who have committed themselves to carry out the objectives of
the Club. No person will be denied membership on the basis of race,
gender, or religious belief.
Section 2.
Classes. The Classes of membership shall be: Charter Fund
Member (CFM), Regular Member (R), Active Member (A), Associate
Member (AM), Honorary Member (HM), Non-Resident Member (NR),
Lifetime Member (LM) and Junior Member (JM).
a.
Charter Fund Member (CFM). A Charter Fund Member is a Member who
contributed to the Charter Building Fund. Membership in this class
is limited to the 125 Members who so contributed. No additional
Members are eligible for this class.
b.
Regular Member (R). A Regular Member shall be defined as one
21 years of age or over who either resides in San Juan County or
regularly moors his or her boat in San Juan County for at least 60
days per year. A Regular Member must own at least one half interest
in a sail or power-driven vessel suitable for racing or cruising.
Regular membership shall be by selection and upon payment of
initiation fees and dues in accordance with the By-laws as
hereinafter provided. Regular Members
are entitled to vote and hold office. In the event that a
Regular Member becomes a non-boat owner as defined above, he or she
shall, after five years of being a non-boat owner, automatically
become an Associate Member.
c.
Active Member (A). An Active Member is a Member who did not
choose to complete payment of initiation fees in accordance with the
Building Fund Project Financing. Active Members have full privileges
of the Club except that they may not vote on financial matters or
hold office in the Club. No additional persons are eligible for this
class of membership.
d.
Associate Member (AM). An Associate Member shall be defined
as one 21 years of age or older who resides in San Juan County and
does not meet the boat-ownership requirements for Regular Members.
Membership shall be by selection and upon payment of installation
fees and dues as herinafter provided. Those persons selected as
Associate Members shall be limited to 25% of the total membership
and may vote but not hold the offices of Commodore, Vice Commodore,
Rear Commodore, or Fleet Captain. An Associate Member who becomes a
boat owner as defined under 2.b. above, shall automatically become a
Regular Member.
e.
Honorary Member (HM). Honorary Members, with Club privileges,
shall be limited to three recommended by the Commodore, subject to
ratification by the Board of Trustees, for a term limited to that
Commodore's tenure of office. Honorary Members may not vote or hold
office and do not pay fees or dues.
f.
Non-Resident Member (NR). A Non-Resident Member shall be
defined as one 21 years of age or over who neither resides in San
Juan County nor regularly moors his or her boat in San Juan County
for more than 60 days per year. Unless both conditions are met,
applicants will be considered for Regular Membership. Non-Resident
Members may vote but may not hold office.
g.
Lifetime Members (LM). Existing Lifetime Members will
continue to have all privileges. No additional Members will be added
to this class. Lifetime Members are exempt from paying dues but may
vote.
h.
Junior Members (JM). Proposals for Junior Memberships shall
be made by the San Juan Island Yacht Club or the Sailing Foundation
and upon payment of Junior Membership dues, in accordance with the
By-laws, may be approved by resolution of the Board of Trustees, as
hereinafter provided. Other than by special invitation or at regular
membership meetings, use of the Clubhouse by Junior Members shall be
limited to scheduled Junior Membership business with approved adult
supervision, attendance at a monthly dinner meeting for induction
into the Club, or by invitation to report to the Club Membership on
Junior Membership or Sailing Foundation activities. A Junior Member
must be accepted for membership prior to the age of 21. Between the
ages of 21 and 25, a Junior Member may maintain his or her
membership in effect by continuing payment of annual Junior Member
dues, but during such period Junior Membership shall carry no
privileges other than Club affiliation. Junior Membership shall
expire automatically at age 25. Junior Members may not vote or hold
office in the Club.
i.
Spouse Privileges. Membership
in any class may be held in the name of a “joint couple” with equal
privileges. This joint membership shall be subject to only one
initiation fee and the payment of one annual dues. This joint
membership shall be entitled to only one vote.
j. Market Value. All Regular, Associate, or Non-Resident
Members shall have an equal marketable value in the Club as long as
the prescribed initiation fee has been paid in full. This value will
be set by the Board and may change at any time. The Club shall be
the sole “market maker” for the buying and selling of memberships. A
member that wishes to resign shall receive the prescribed equity
amount less a 20% transfer fee provided that a new candidate for
membership exists.
If
there are no new candidates at the time that a member wishes to sell
his or her membership, the current member is still obligated to pay
their regular annual dues until the transaction can go through. If a
member fails to pay their dues in the prescribed manner, they
forfeit their equity position.
Persons wishing to sell their
membership must contact the Club in writing, or by email, and will
be placed in an appropriate queue awaiting a buyer. The queue will
be sequenced based on the date of an email of resignation or a
postmark of a letter of resignation and all documentation to that
effect will be retained for at least one year after the transaction
is complete. The only exception will be if a member wishes to
transfer their membership to an immediate family member. In that
case the transfer can take place with no delay except that the Club
will retain the transfer fee. The family member shall however, go
through the normal process of requiring a first and second reading
as is required of any other candidate.
If there is a new candidate and no resigning member,
then the Club will grant the candidate membership in the normal
prescribed manner and the full initiation fee will go to the Club.
This transaction will increase the “base” level of the Club
membership and does not provide for an outgoing member to sell their
membership in the future.
If a
member dies, the membership goes to the estate of that member and
may be sold through the Club by the estate as if the member were
still alive.
Junior Memberships shall have no marketable value,
and may not be transferred or assigned.
Section 3.
Application for Membership.
a.
Application Blank applications for membership shall be
maintained by the Vice Commodore as Membership Committee Chair and
issued to any Member upon request. Completed applications, which
must be signed by a Sponsoring Member and a Seconding Member, shall
be submitted to the Vice Commodore. Each applicant shall submit with
his or her application a check in the amount of
the initial installment payment
as an application fee. In the event that the application is
accepted as set forth below, the application fee shall be applied
toward the initiation fee. If the application is rejected, the
application fee shall be refunded in full. After investigation of
the applicant's qualifications,
the Sponsoring and Seconding Member shall each forward
letters of recommendation with the application to the Vice
Commodore. After diligent research by the Membership Committee, the
application shall be presented to the Board of Trustees for its
consideration. Upon approval of the Board, the application shall be
presented to the membership by posting on the Club’s Official
Bulletin Board and Website, by a general mailing or e-mailing to all
Members, or by reading at the next monthly meeting. If no written or
oral objections are received within twenty days thereafter, the
application shall be deemed approved and the applicant will be
notified to submit the balance of initiation fees and prorated dues.
If any objections are received, the Board of Trustees shall make the
final decision as to approval or rejection. Upon receipt of the
remaining portion of the initiation fee and prorated annual dues,
the applicant shall become a Member and be invited to the next
regular meeting for formal induction. If the application is
accepted but for any reason the applicant fails to become a Member,
the application fee shall not be refunded.
b.
Rejoining by a Member who Previously Resigned – An individual
who was a prior member of the Club and resigned, regardless of the
reason, shall have the opportunity, within five years, to apply for
membership by the same process as described above under Section 3a,
except that they need only to submit a simple letter with no
sponsors, rather than an application, to the Vice Commodore stating
that they wish to rejoin the Club. That letter shall be posted in
lieu of the application and all provisions of Section 3a shall apply
except that a two-thirds majority of the entire board is required to
deny membership in the Club, rather than a simple majority as is the
case with a totally new applicant.
Financial obligations will be satisfied as
follows:
aa.
Individual Who Opted To Withdraw Their “Equity” – In this
situation the individuals fall under the same financial provisions
as an individual who is applying for the first time.
bb.
Individual Who Did Not Choose to Withdraw Their “Equity” -
In this situation the payment of an initial fee is not required
but they must pay the appropriate yearly dues that would have been
paid had the individual stayed with the Club. They do however, have
the option of reverting to the provisions of the section (aa) above
if the alternative results in a lower cost.
Section 4.
Membership Policies.
a.
Resignations. Any Member may resign from the Club by written
notice to the Secretary.
b.
Expulsions. The Board of Trustees, by unanimous vote, may
reprimand or expel a Member upon according such Member a hearing,
after written notice, for unbecoming conduct or action contrary to
the purposes of the Club. Expulsion shall forthwith terminate
membership in the Club. A member who is expelled from the Club is
entitled to receive the return of the initiation fee value, less the
transfer fee, in effect at that time without waiting for a new
member to join. If they are not fully vested to the full value of
the initiation fee they may elect to pay the remaining amount due,
thereby qualifying for the initiation fee payment.
c.
Forfeiture of Rights and Claims. Any Member who resigns, is
expelled, or is dropped from Membership for failure to make payments
in accordance with Article IV, Section 1, shall forfeit all rights
or claims to Club property or funds.
Section 1.
Initiation fees and dues of non-Junior Members and other financial
obligations of the Members will be fixed by the Board of Trustees.
The initiation fee entitles the Member (and spouse, as applicable)
to Membership with one voting unit (which may be cast by either
person) in all affairs of the Club not reserved for the Officers and
Trustees or otherwise limited herein. Voting rights are contingent
upon timely payment of the annual dues and levies, if any. New
Members shall pay dues in an amount based on a monthly proration of
annual dues, and payment shall be made at the time of application
approval. Members whose dues are unpaid on February 15th may be
dropped from membership, unless exception is voted by the Board of
Trustees. Similarly, Members who do not respond or decline
contribution to assessments within the stipulated time may be
dropped from membership unless excepted by the Board. Written and
oral contact with the Member subject to forfeiture action is
prerequisite to Board action. Installment options for the payment
of dues and/or initiation fees by individuals and/or the general
membership may be established by the Board of Trustees at its
discretion.
Section 2.
Junior Membership Dues and Initiation Fees. There shall be no
initiation fee to become a Junior Member. Annual dues for Junior
Members shall be a nominal amount established by the Board of
Trustees. The amount of annual dues in effect at the time a person
becomes a Junior Member shall remain in effect for that person so
long as he or she remains a Junior Member. A Junior Member between
the ages of 21 and 25 may convert his or her Membership to a Regular
Membership, Associate Membership or Non-Resident Membership upon
re-application for membership in accordance with the normal
application procedures then in effect, and payment of a reduced
initiation fee determined by the Board of Trustees at the time of
re-application. On conversion of his or her Junior Membership, the
Junior Member shall receive a credit against such initiation fee
for all dues paid by the Junior Member since joining the Club.
Section 1.
The Bridge. There are six officers. They are the Commodore,
Vice Comodore, Rear Commodore, Fleet Captain, Secretary and
Treasurer. The Commodore, Vice Commodore, Rear Commodore and Fleet
Captain are designated collectively as the “Bridge”. The Vice
Commodore, Rear Commodore, Fleet Captain, Secretary, and Treasurer
are elected each year at the Annual Meeting to serve one-year terms
beginning on January 1st of the year following election. The Vice
Commodore shall automatically advance to the office of Commodore
after completing his or her term as Vice Commodore. The Vice
Commodore shall have held for one full year a prior elective office.
Section 2.
Board of Trustees. Directors shall be called Trustees and the
Board of Directors of the Club shall be called the Board of
Trustees. The Board of Trustees shall comprise thirteen members,
and shall consist of the four officers of the “Bridge,” the
Treasurer, the Secretary and seven Trustees who are not officers,
including the immediate Past Commodore, who shall automatically
continue as a Trustee for a one-year term. Of the remaining six
non-officer Trustees, two shall be elected each year to serve
staggered terms of three years each from January 1st of the year for
which elected. A non-officer Trustee who is nominated for election
as an Officer shall, if elected, resign his or her post as a
non-officer Trustee. The resulting non-officer Trustee vacancy
shall be filled first by the runner-up, if available and willing, to
the most recent election of non-officer Trustees, and if there be
none, by appointment by the Board of Trustees at a regular or
special board meeting called for that purpose, to serve out the
remainder of the term of the Trustee vacancy.
a.
The conduct of all meetings of the Board of Trustees shall be in
accordance with Robert's Rules of Order (revised) when not in
conflict with these By-laws. Regular meetings of the Board will be
scheduled once each month, preceding the monthly membership
meeting, and at times as the Chair may direct, or as requested by at
least two of its Members. A quorum for transacting business will be
six Members of the Board. Board Members are expected to attend all
meetings. In the event that any Member of the Board is absent
without sufficient cause (of which the Board shall be judge) from
two consecutive meetings, the Board may declare the office vacant
and so report to the membership.
b.
The primary task of the Board of Trustees is to insure that the Club
is being operated properly, not to administer day-to-day
operations. Policy is the business of the Board. Any new or revised
Club policy must have prior approval of the Board. The Board shall
have the authority to approve the annual budget; distribute Club
funds; arrange for the receipt, care, and deposit of Club funds;
approve expenditure of any funds not specifically provided for in
the annual approved budget; collect and settle or compromise claims
for or against the Club; negotiate, when necessary in their
judgment, loans upon the credit of the Club not involving the pledge
of Club real property; employ and discharge employees of the Club;
and in general exercise complete control over the funds, property,
and business of the Club except as specifically provided for in
these By-laws.
Section 3.
Vacancy in Office. Except as provided in Section 2, above,
relating to serving non-officer Trustees who are elected to the
Bridge, any elective office which shall become vacant for any reason
shall be filled by selection by the Board of Trustees at a regular
or special meeting called for that purpose. The resignation of an
elected officer is not effective until accepted by the Board of
Trustees at a regular or special meeting.
Section 1.
Commodore. The Commodore is the chief executive officer of the
Club and shall enforce its By-laws, rules, and regulations and
preside as Chair at all meetings of the Club and of the Board of
Trustees. He or she shall appoint all non-elective officers,
committee members and committee chairs except as provided for
herein, shall have the sole power to establish and dissolve
appointive or ad-hoc committees, and shall sign, together with the
Secretary, on behalf of the Club, all contracts, bonds, and other
written instruments approved by the Board of Trustees; he or she
shall exercise general supervision over all affairs of the Club and
shall have such powers and perform such other duties as may be
required by these By-laws or which may be authorized by the Board of
Trustees. The Commodore shall be an ex-officio member of all
committees.
Section 2.
Vice Commodore. It shall be the duty of the Vice Commodore to
assist and be responsible to the Commodore in the discharge of his
or her duties as requested, and, in the absence of or inability of
the Commodore to act, the Vice Commodore shall perform the duties of
the Commodore. He or she shall chair the Finance Committee, shall
supervise the preparation of an annual budget of proposed receipts
and expenditures for the coming year and shall submit this budget
proposal to the Board of Trustees for approval prior to the Annual
Meeting. The Vice Commodore shall also chair the Membership
Committee and shall insure that the procedures specified in the
By-laws with respect to Membership are carried out.
Section 3.
Rear Commodore. It shall be the duty of the Rear Commodore to
assist other officers as requested and, in the absence or disability
of such other officers, to perform their duties. He or she shall
chair the House Committee, shall be responsible for supervising the
activities of the House Manager and all other House employees, and
shall have general responsibility for the maintenance and upkeep of
the Club's physical facilities.
Section 4.
Fleet Captain. The Fleet Captain shall act as a staff officer to
the Commodore and shall manage the Club's boating programs, perform
such other duties as may be assigned by the Commodore, and those
duties that are usually incumbent upon the office.
Section 5.
Secretary. It shall be the duty of the Secretary to keep an
accurate record of all proceedings of the Club and of the Board of
Trustees, to keep a roll of the Members and a list of the name,
ownership, and description of each vessel enrolled in the Club, to
keep a file of documents, records, communications, and other matters
connected with Club business, to sign, together with the Commodore,
on behalf of the Club, all contracts, bonds, and other written
instruments approved by the Board of Trustees; and to perform such
other duties as are usually incumbent upon the office and which may
be authorized by the Board of Trustees.
Section 6.
Treasurer. The Treasurer shall be the custodian of all funds
of the Club and shall ensure the deposit of all Club funds received
in the bank or banks approved by the Board of Trustees in the name
of San Juan Island Yacht Club. The Treasurer shall provide such
special working funds as may be authorized by the Board of Trustees.
Disbursements shall be made by the Treasurer upon authority of the
Board of Trustees, and vouchers or checks shall be signed jointly by
the Treasurer and the Commodore, or in his or her absence the Vice
Commodore.
Vouchers or checks for amounts of $1000.00 or less, as well as
vouchers or checks for any routine repetitive expenses, provided
they are for less than $2,000, may be signed solely by the Treasurer
or, when necessary, by the Commodore or by the Vice Commodore. The
Treasurer shall keep suitable books of account, shall make monthly
reports to the Board of Trustees, and to meetings of the membership,
of the financial condition of the Club, and
shall perform such other duties as are usually incumbent upon the
office or as may be authorized by the Board.
Section 7.
Appointive Officers. The Appointive Officers of the Club will be
Fleet Surgeon, Fleet Chaplain, Judge Advocate, Junior Membership
Coordinator/Sailing Foundation Liaison and Assistant Treasurer, if
deemed necessary.
Section 8.
Judge Advocate. The Judge Advocate shall act as legal advisor
to the Club and the Board of Trustees and shall perform such other
duties as may be authorized by the Board of Trustees.
Section 9.
Fleet Surgeon. The Fleet Surgeon shall advise the Club on all
medical matters.
Section 10.
Fleet Chaplain. The Fleet Chaplain shall arrange for prayers
or other services as may be appropriate to the Club's activities.
The post is non-denominational.
Section 11.
Junior Membership Coordinator/Sailing Foundation Liaison. The
Coordinator/Liaison shall coordinate activities of the Junior
Members and shall act as Club liaison to the Sailing Foundation.
Section 12.
Term of Office. All officers shall assume their duties on
January 1 of the year for which they were elected or appointed and
shall continue to serve until the earlier of December 31 of that
year or until the date their resignation is approved by the Board of
Trustees, or until removed from office in accordance with the
provisions of these By-laws.
Section 13.
Removal from Office. Any officer may be removed from office
by the vote of two-thirds of the Members present at any regular
membership or special membership meeting called for that particular
purpose, but no such action shall be taken in either case until a
reasonable opportunity has been given the officer to appear in his
or her defense..
Section 1
Standing Committees. The Standing Committees shall be the
Finance Committee, the Audit Committee, the House Committee, the
Membership Committee, and the Nominating Committee. Standing
Committees shall have two or more Members, including the committee
chair.
Section 2
Appointive or Ad-Hoc Committees. Appointive or ad-hoc
committees of the Club may be constituted by the Commodore as he or
she deems necessary.
Section 3.
Finance Committee. This Committee shall be chaired by the Vice
Commodore and its members shall assist him or her in the prescribed
duties of his or her office. The finance committee shall report to
the audit committee on an annual basis.
Section 4.
Audit Committee. This committee shall be comprised of three
regular Members of the Club, none of whom are members of the Board.
They shall be selected and appointed by the Board of Trustees, who
shall designate one of them to serve as Committee Chair. The
Committee shall audit the books of the Club during the month of
February of each year and submit its findings in writing to the
Board of Trustees at its March meeting.
Section 5.
House Committee. This Committee shall be chaired by the Rear
Commodore, and its members shall assist him or her in the prescribed
duties of his or her office.
Section 6.
Membership Committee. This Committee shall be chaired by the
Vice Commodore and its members shall assist him or her in carrying
out the prescribed duties of his or her office. This Committee
shall also be responsible for prescribing and maintaining the form
and substance of Applications for Membership, Absentee Ballots, and
other forms related to membership functions or processes.
Section 7.
Nominating Committee. The Nominating Committee shall consist of five members, two of
whom must be Trustees. One shall be the immediate Past Commodore, if
willing and able to serve, and who shall act as Committee Chair; one
shall be the next most recently serving Past Commodore who is
willing and able to serve; one shall be a Trustee who is not an
officer or Past Commodore, and who shall be selected by the
Committee Chair; and two shall be elected by the membership
at the June regular meeting from among candidates who have advised
the Board prior to the May regular meeting of their willingness and
availability to serve. No later than the May regular meeting the
Board shall announce those candidates to the membership, and shall
issue a form of absentee ballot for voting by those Members who
cannot attend the June regular meeting.
Notwithstanding the
provisions of the preceding paragraph if, after the June regular
meeting, for any reason, should the immediate Past Commodore not
serve on this Committee, then to fulfill the requirement that the
committee have two Trustees, one of the two candidates to be elected
by the membership shall be a currently serving Trustee, and the
Committee Chair shall be selected by the Commodore.
If any seats on the
Committee remain unfilled or become vacant after the June regular
meeting and election of members to the Committee, the Commodore
shall appoint as many willing Members
as are needed to maintain committee strength at five Members, two of
whom must be Trustees and, if available and willing to serve, two
of whom should be Past Commodores.
Section 1.
Rules of Conduct. The conduct of all membership meetings of the
Club shall be in accordance with Roberts’ Rules of Order (revised)
when not in conflict with these By-laws. A simple majority of
voting Members present in person or by absentee ballot will decide
all voted issues, except as specified herein.
Section 2.
Regular Meetings. Regular meetings of the Club will be held
normally on the third Thursday of each month, except when in
conflict with a holiday or other scheduled Club event. The Commodore
may eliminate the reading of routine reports, but the Secretary's
minutes and the Treasurer's report must be posted on the Club
bulletin board and Website in advance of each regular meeting.
Section 3.
Change or Cancellation. Change or cancellation of any regular
meeting date or special meeting date may be effected by a majority
vote of the Board of Trustees or under extraordinary circumstances,
by the Commodore.
Section 4.
Annual Meeting. The regular meeting in November shall be known
as the Annual Meeting and shall be a closed meeting, without guests,
for the purposes of electing officers, receiving reports of Officers
and Committees, and for any other business that may arise. Not later
than one month before the Annual Meeting, the Secretary shall send a
notice by first class mail, or by fax or publication in the Mud Flat
Monitor and by e-mail, to each Member at his or her last known
postal, e-mail or fax address. Notice of the meeting shall contain
the names of the nominees for election.
Section 5.
Quorum. Twenty-five percent of the voting membership, including
any two of the following officers: Commodore, Vice Commodore, Rear
Commodore, Fleet Captain, Secretary, or Treasurer, will constitute a
quorum at any meeting of the membership.
Section 1
Nominations. The Nominating Committee shall prepare a
recommended slate of candidates for the five offices of Vice
Commodore, Rear Commodore, Fleet Captain, Secretary and Treasurer
and for the two candidates to fill the annual vacancies of the
elective, non-officer Trustees for presentation to the Members no
later than the second regular meeting preceding the Annual Meeting.
The Vice Commodore, after his or her term in office, and if willing,
shall succeed automatically to the office of Commodore. If the
current Vice Commodore is unwilling or unable to advance to
Commodore, the Nominating Committee shall include in its slate a
nominee for Commodore, with preference being given to the current
Rear Commodore first, and the current Fleet Captain second, if
willing and able to so serve if elected. Additional nominations for
any of the open offices may be made by any Member who is eligible to
vote from the floor at the regular meeting preceding the Annual
Meeting so that the names of all nominees may be posted on the
Official Bulletin Board, Website, mailed or published in the Mud
Flat and e-mailed to the membership at large.
Section 2.
Election. Election shall be at the Annual Meeting by secret
ballot; each eligible voting Member shall be entitled to cast one
vote for each office. The candidate for each office receiving the
highest number of votes shall be elected. If there be only one
candidate for any office, the Chair may, at its discretion, call for
election by acclamation. Ballots shall list the names of all the
nominees for each office. Absentee Ballots, on a form prescribed by
the Board of Trustees, of Members who are eligible to vote but
unable to attend must be marked and signed by the absent Member and
received by the Secretary prior to the Annual Meeting.
Section 1.
The Club Signal. The Club signal shall consist of a pennant
having five equal-width stripes of alternating blue and gold
parallel to the lower edge of the pennant, the bottom stripe being
blue.
Section 2.
The Commodore, when afloat, shall fly a blue rectangular flag
with a white fouled anchor encircled with thirteen white stars.
Section 3.
The Vice Commodore, when afloat, shall fly a red rectangular
flag with a white fouled anchor encircled with thirteen white stars.
Section 4.
The Rear Commodore, when afloat, shall fly a white
rectangular flag with a red fouled anchor encircled with thirteen
red stars.
Section 5.
The Fleet Captain, when afloat, shall fly a white rectangular
flag with a blue fouled anchor in the center.
Section 6.
The Secretary, when afloat, shall fly a blue rectangular flag
with a white feather in the center.
Section 7.
The Treasurer, when afloat, shall fly a blue rectangular flag
with a white acorn in the center.
Section 8.
Past Commodores, when afloat, may fly a blue rectangular flag
with three white stars on the hoist and a white fouled anchor.
Section 1.
Charter Fund Members. A Charter Fund Member Certificate will
have a marketable value and may be transferred to his or her heirs
or assigns. This new Member shall then become a Regular, Associate,
or Non-Resident Member, depending upon his or her qualifications,
with all privileges therein and who has been duly nominated for
membership and approved in the usual manner as outlined under
Article III, Membership, Section 3.
Section 2.
Regular, Associate, or Non-Resident Members. Regular,
Associate, or Non-Resident Memberships shall also have a marketable
value in the Club at such time that the membership is closed. Such
Member may sell this equity through the Board of Trustees to a new
Member who has been duly nominated for membership and approved in
the usual manner as outlined under Article III, Membership, Section
3. At such time as membership in the Club is closed, the "Marketable
Value" referred to in sections 1 & 2 of this Article XI shall be
established by the Board of Trustees and reviewed annually
thereafter. Junior Memberships shall have no marketable value, and
may not be transferred or assigned.
Section 1.
Distribution of Assets. In the event that the Club should be
liquidated, Charter Fund Members, Regular Members, Associate
Members, Non-Resident Members, and Lifetime Members shall be
entitled to an equal prorata share (based on the total number of
memberships) of the proceeds of the sale of said Clubhouse,
fixtures, and other assets, less the amount necessary to retire any
outstanding legal obligations.
Section 1. These
By-laws may be amended by a two-thirds majority vote of all the
Members of the Club who have voted on the issue at a
Regular or Annual Meeting of the membership, provided that the
amendments are first approved by the Board of Trustees and presented
in writing to the membership not less than twenty days before the
meeting at which action is to be taken. Absentee ballots and
Absentee Ballots approved by the Board of Trustees will be provided
to the membership.
Section 2.
The Board of Trustees will be receptive to proposed amendments to
the By-laws submitted by any voting Member of the Club. Proposals
shall be in writing to permit consideration and reference to the
full membership without ambiguity. All such proposals will be posted
by the Secretary on the Club’s Official Bulletin Board and Website,
mailed or published in the Mud Flat, and e-mailed to the entire
membership, together with Board comments, promptly following the
first Board meeting held after submission of the proposed amendment
to the Board and shall remain posted for a period of twenty days
thereafter and until the close of the subsequent regular meeting of
the Club.
Section 3.
Notwithstanding the provisions of Section 1 (above), in the event
that the Board is unable to concur with a proposed amendment,
reasons therefore shall be submitted without delay to the originator
and posted on the bulletin board with the original recommendation.
Thereafter, if Members comprising twenty percent or more of the
current voting membership request reconsideration in writing, the
Board will present the proposal as provided for in Section 1 (above)
regardless of Board non-concurrence. A two-thirds majority vote of
all the Members of the Club who have voted on the issue will suffice
to approve the proposed amendment.
The Club recognizes that, if it is
to succeed and flourish, it needs the broad and active support of
its Members. To this end the Club stands behind its officers and
Trustees who are acting in good faith and with apparent authority in
an attempt to advance the Club's interests. To the full extent
permitted by the laws of the State of Washington, as hereafter
amended, the Club shall indemnify any person who is made or was a
party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact
that he or she is or was a Trustee or officer of this Club. This
right of indemnification shall apply only if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Club and with respect to any
criminal action or proceeding had no reason to believe his or her
conduct was unlawful. Indemnification shall include expenses
(including reasonable attorneys’ fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him
or her in connection with such action, suit, or proceeding. However
no indemnification shall be made in respect of any claim, issue, or
matter as to which he or she shall have been judged to be liable for
gross negligence or misconduct in the performance of his or her duty
to the Club.
This indemnification right shall
continue as to a person who has ceased to be an officer or director
and shall inure to the benefit of his or her heirs, executors, and
administrators.
The indemnification provided by
this section shall not be deemed exclusive of any other right to
which a person may be entitled as a matter of law or by contract.
The Trustees in their discretion
may authorize the Club to indemnify any person other than a Trustee
or Officer for expenses incurred or other amounts paid in any civil
or criminal action, suit, or proceeding to which such person was, or
was threatened to be made a party by reason of the fact that such
person is or was an agent, employee, or representative of the Club.
The Club may purchase and maintain
insurance on behalf of any person acting on behalf of the Club in
any capacity, whether or not the Club would have the power to
indemnify him or her under law.
The Club may offer reciprocal
privileges to Members of other boating organizations. Except as
approved by the Board of Trustees, these reciprocal privileges
should only be granted when in-kind privileges are received by our
Club, and shall be reviewed periodically. Except as approved by the
Board of Trustees, clubhouse privileges allowing use of the Club's
licensed premises may only be extended to clubs that maintain
licensed premises, and moorage privileges should only be extended to
Clubs that maintain reciprocal moorage space
San Juan
Island Yacht Club
By-laws
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