Colington Yacht Club Inc.

Bylaws
Approved December 4, 2009

 

Article I – Purpose

 

The Colington Yacht Club (“Club”) is a family oriented club.  The purpose of the club is to advance the sport of yachting, boating, cruising, sailing and racing and to promote social enjoyment and good fellowship among its members through programs such as:

 

·        Youth Sailing Program

·        Waterways protection

·        Cruising

·        Regattas

·        Social Events and Community Involvement

·        Charitable and Educational Programs 

 

Article II – Membership

 

There shall be no requirements for membership in the Club, either formal or informal, that could serve to restrict any applicant from membership because of the applicant’s race, color, sexual orientation, national origin or religion.  The Board of Directors (“Board”) may at any time recommend to the membership a limit to the total number of members or number of members within each category of membership the Club shall have. 

 

  1. Membership shall be extended to those persons expressing an interest in boating and yachting, having attained the age of 18 years, and satisfying the requirements of membership.  Persons or households desiring membership to the Club must submit a completed Club application form to the Board, generally through the Treasurer. The adult(s) and minor children, living in the same household, shall be considered a single membership for initiation, dues and voting purposes. Household memberships shall have no more than two (2) adult members, both of whom may serve as officers and committee members without restriction. Household members 18 years of age or over who are enrolled as full-time students shall be members until their graduation or they reach the age of 25. Other related household members age 18 or older with a disability or other unusual circumstance, can be included if approved by the Board. All forms may be obtained from the Secretary or the Club Website (‘Website” www.colingtonyachtclub.com).  Members shall pay annual dues as proposed by the Board and approved by the Membership.   

 

  1. A person who is between the ages of 8 and 18 may be considered for Junior Membership in the Club for the purpose of participating in the Youth Sailing Program. The prospective Junior Member applicant shall fill out a membership application, attain written permission with a hold harmless agreement from a parent or legal guardian and submit all documents to the Youth Sailing Director who will advise the Secretary.  Junior Members will pay annual dues as determined by the Board. 

 

  1. Election to membership requires the approval of the Board.

 

  1. Honorary membership may be bestowed by the Board upon such persons as it may deem to have rendered important service or benefits to the Club.  Honorary members are entitled to all club privileges except voting and holding office.  Each honorary membership shall be considered by the Board prior to the end of the membership year for renewal.  If not renewed, it shall expire at the end of the current membership year.

 

  1. A current alphabetical member list with addresses shall be accessible to each member and be listed on the Website which is accessible to voting members as described in Chapter 55A North Carolina Nonprofit Corporation Act (“G.S. 55A”) (G.S. 55A‑7‑20 a.) 

 

  1. A member of a corporation (such as the Club) is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. (G.S.  55A‑6‑22 repeated here for emphasis)

 

  1. Membership is not transferrable or assignable.

 

  1. All members participate in the club on a volunteer basis and no member shall be compensated for services rendered to the club.

 

Article III – Voting

 

  1. The Club shall have one class of voting membership as described in the Articles of Incorporation, as amended (“AOI”).  Voting members shall be all those members who are in good standing.  A member in good standing is one for whom all dues and assessments have been paid in full and whose membership is up to date.  Only one vote per household membership is permitted ( in accordance with G.S. 55A‑7‑21 b.).

 

  1.  Honorary Members and Junior Members may not vote nor hold office.

 

  1. Voting by proxy is permitted in accordance with G.S. 55A-7-24; written ballots will be in accordance with G.S. 55A‑7‑08.

 

Article IV – Meetings, Notices and Quorums

 

  1. The annual meeting of the members of the Club shall be held in the fourth calendar quarter of each year (G.S. 55A‑7‑01 a.).  The Board will determine the time and place of the annual meeting and all members will be notified of same.

              

  1. Unless one‑third or more of the votes entitled to be cast in the election of directors are represented in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice. (G.S. 55A‑7‑22 d.)

 

  1. The Commodore may call a special meeting of the members at his discretion or shall do so within 30 days after the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held (G.S. 55A‑7‑02 a. 2.).  All members will be notified of the time and place of any special meeting.  At such special meetings, no business shall be transacted except that stated in the notice of the meeting (G.S. 55A‑7‑02 d.). 

 

  1. At all member meetings, a quorum shall consist of at least 25% of the voting members including proxies (G.S. 55A‑7‑22 a.); 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 voting members in good standing present at the second meeting shall constitute a quorum.

Article V – Board of Directors

 

There shall be a Board of Directors (“Board”) consisting of the Commodore, Vice-Commodore, Rear Commodore, Fleet Captain (sail) (or Fleet Captain (sail/ power)), Fleet Captain (power)(if any), Secretary, Treasurer (or Secretary/Treasurer), Past Commodore and Youth Sailing Director( collectively, the “Officers”). The election of the above Officers at the Annual Meeting (G.S. 55A‑7‑01 a.) is the election of the Board of Directors. There shall be no less than 5 persons (AOI) nor greater than 15 persons constituting the Board.

 

  1. The Board shall: Govern and manage the affairs of the Club; Designate banking institutions as depository for the Clubs funds; Adopt rules and regulations (“Rules”), and take action consistent with these Bylaws and the Articles of Incorporation (“AOI”) and not in conflict with Chapter 55A North Carolina Nonprofit Corporation Act (“G.S. 55A”) or other pertinent law (AOI IX). The Rules, the Articles of Incorporation, Chapter 55A NC Nonprofit Corporation Act and minutes of meetings shall be posted on the Website. To encourage coordination of these governing documents, references are made within these Bylaws to the AOI and G.S. 55A.

 

  1. The Board shall: Adopt annually an operating budget to be presented for approval by the members at the Annual Meeting. The operating budget shall encompass anticipated expenditures and income for an ensuing period, which shall conform to the fiscal year of the Club ending December 31. Upon the adoption and approval of the budget by the members at the Annual Meeting, the Board shall be bound by the same and shall not authorize expenditures in total in that fiscal year which exceed the total amount budgeted as aforesaid by more than fifteen percent (15%), without having a members meeting of the Club to approve such variations. The Board shall approve any individual expenditure in excess of $100.00 not previously authorized by the budget.

 

  1. No asset in excess of $500 of the Club shall be sold, transferred or purchased by the Board without the consent of 25% of the voting membership or approved during a member meeting. Such consent shall be documented in the meeting minutes authorizing such action.

 

  1. The Board will normally meet once each month or at the call of the Commodore or upon request of three members of the Board. The rules as contained in Robert’s Rules of Order, revised, shall govern the meetings of the Club and its Board. The majority of Board members present at roll call will constitute a quorum. Meetings are open to the membership.

 

  1. Unless otherwise prescribed by the Chair, the order of a  Board meeting shall be as follows:

1.     Roll call and introduction of guests

2.     Approval of previous minutes;

3.     Report of officers;

4.     Report of committees;

5.     unfinished business;

6.     New business;

7.     Miscellaneous;

8.     Adjournment.

 

Article VI – Duties of the Officers

 

  1. Commodore: The Commodore shall preside at all regular, annual and special meetings of the Club.  The Commodore shall appoint all Committees with the approval of the Board and shall serve as ex-officio member of all committees except the Nominating Committee. 

 

  1. Vice-Commodore: The Vice-Commodore shall carry out such duties as the Commodore shall assign.  In the absence of the Commodore, the Vice-Commodore shall perform the duties of the Commodore.  

 

  1. Rear Commodore:  The Rear Commodore shall assist the Commodore and Vice-Commodore, and in their absence, exercise the powers of the Commodore.  The Rear Commodore shall be responsible for assuring that the Website is properly maintained and that there is a current accounting of the Club assets.

 

  1. Fleet Captain (sail):  The Sail Fleet Captain shall chair the sail race committee, shall maintain an up to date record of all sail vessels in the fleet on the Website and shall assist members in establishing their vessel handicap.  He or she shall call and preside over all sail vessel skipper’s meetings. 

 

  1. Fleet Captain (power), if required:  The Power Fleet Captain shall chair the power boat committee and shall maintain an up to date record of all power boats in the fleet on the Website.  He or she shall call and preside over all power boat skippers’ meetings.

 

  1. Secretary:  The Secretary shall keep written and accurate records of all meetings of the Club and Board and maintain records as required by G.S. 55A‑16‑01 with the exception of those required to be kept by the Treasurer.  The Secretary will cause such Corporate Records to be made an accessible part of the Website. The Secretary shall conduct all correspondence of the Club and at the end of his or her current term shall be responsible for turning over all club documents and Records to their successor.  The Secretary shall furnish all new members with a copy of the Colington Yacht Club Bylaws and a Colington Yacht Club Member’s Directory.  The Secretary shall further be responsible for all notification of Club meetings and functions to all Club members and shall do so at the direction of the Board.  Notification may be by electronic means such as e-mail and telephone (G.S. 55A‑1‑41 a.,b.). The Secretary will provide copies of the minutes of any and all meetings upon member request.

 

  1. Treasurer:  The Treasurer shall be the custodian of the funds of the club.  The Treasurer shall receive all moneys coming to the Club, deposit same in a bank and such money may be drawn out only upon the Treasurer’s check as Treasurer or by the Commodore if the Treasurer is unavailable.  All bills shall be paid by check.  The Board shall prepare and approve an annual budget for the Club and the Treasurer shall post same to the Website.  The Treasurer’s books shall be closed on December 31 of each year.  The Treasurer shall mail all annual dues notices no later than the end of the second full week in January.  If revenue exceeds $25,000.00 (as required by current IRS regulations) then the Treasurer shall be responsible for ensuring that all proper tax documents are filed as required. The Treasurer, with concurrence of the Board, will file IRS form 990-N as required.

 

  1. Past Commodore:  The immediate Past Commodore shall chair the Nominating Committee. 

 

  1. Youth Sailing Director:  The Youth Sailing Director shall organize and supervise the youth sailing program.

 

Article VII – Election of Board of Directors (Officers)

 

  1. No member shall be eligible for any office unless he or she is a member in good standing.  No member shall be eligible to hold two offices at the same time with the exception of the Secretary/Treasurer and the Fleet Captain Sail/Power. 

 

  1. Candidates for each office will be presented by the Nominating Committee with open nominations from the floor and elected, at large for each office, by simple majority vote at the Annual Meeting (AOI-V-A). 

 

  1. January 1st of the ensuing year will be the effective date of office for all newly elected officers. All terms are for one year (AOI-V-C). 

 

  1. No Director may serve for more than five (5) consecutive terms. No Commodore may serve for more than two consecutive terms.

 

Article VIII – Standing Committees

 

1.      Nominating Committee:  The Nominating Committee shall consist of at least three members in good standing one of which shall be the Past Commodore or , if unavailable, the most recent past Commodore available, who will chair the committee, and at least two voting non-Board members chosen by the Board . 

 

    1. Duties – The Nominating Committee shall prepare a slate of officer-nominees for presentation to the membership at the Annual Meeting. The Nominating Committee shall send notice to all members requesting nominees for vacant offices outlining term and duties of the position with the invitation to the Annual Meeting.

 

            b.  Nominations may be considered from the floor.

 

2.     There shall be other committees appointed as the Board deems necessary to efficiently carry out the operations of the Club. They do so at the pleasure of the Board and may be disbanded or reorganized as the Board sees fit.

 

 

 Article IX – Vacancies

 

  1. If the office of Commodore is vacated the Vice-Commodore automatically becomes the Commodore.  The office of Vice-Commodore shall be filled at the next Board meeting. 

 

  1. All other vacancies shall be filled by the Board for the remainder of the unexpired term (G.S. 55A‑8‑11 a. 2.). 

 

  1. A director may resign (thus vacating the office) at any time by communicating his or her resignation to the Board, its presiding officer (the Commodore), or to the corporation (the Secretary) (G.S. 55A‑8‑07 a.). 

 

  1. The board may remove a director for failing to attend three consecutive meetings without being excused by the Board.  The director may be removed only if a majority of the directors then in office vote for the removal. (G.S. 55A‑8‑08 i.)

 

 

Article X – Dues

 

  1. Fiscal Year – The fiscal year shall begin January 1 and end December 31.  Dues are payable January 1st and past due on March 1st. 

 

  1. Annual Dues – The annual dues as proposed by the Board shall be set each year by vote of the Membership at the annual meeting. 

 

Article XI – Discipline (G.S. 55A‑6‑31)

For violation of Club Bylaws, 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 Bylaws, 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 XII – Colors and Pennant

 

Burgee – The club burgee shall be triangular in shape with a narrow circular red band and a white field.  Within the red circular band will be a blue Elizabethan three masted vessel.  Broad red stripes will run from the four cardinal points of the red circular band. 

 

 

Article XIII – Indemnification (G.S. 55A‑8‑50 through G.S. 55A‑8‑58)

 

Any person who at any time is serving or has served as a director, officer, or volunteer for the Club shall be indemnified by the Club to the fullest extent permitted by law including the indemnification provided by the provisions of the North Carolina Non-profit Corporation Act, including but not limited to;

 

(i) reasonable expenses, including attorneys’ fees actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the Club, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and
(ii) reasonable payments made by him in satisfaction of any judgment, money decree, fine penalty or settlement for which he may become liable in any such action, suit or proceeding.

 

The Board of Directors shall take all such action as may be necessary and appropriate to authorize the Club to pay the indemnification required by the provisions of the Article, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him and if required, giving notice to, and obtaining approval by, the members of the Club.

 

Any person who at any time serves or has served in any of the aforesaid capacities for, on behalf of, or at the request of, the Club shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided under this subsection. Such right shall inure to the benefit of the legal representative of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of the Bylaws of the Club.

 

The North Carolina Non-profit Corporation Act is subsequently amended to eliminate or further limit the personal liability of directors or to authorize corporate action to eliminate or further limit such liability, then the liability of the directors of this Club shall, without any further action of the Board of Directors or members, be eliminated or limited to the fullest extent permitted by the North Carolina Non-profit Corporation Act as so amended. (G.S. 55A‑8‑60.  Immunity.)

 

Indemnity shall be revoked in the event the director, officer, or volunteer   does not act in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he reasonably believes to be in the best interest of the Club.

 

 

Article XIV – Insurance

 

The Club shall have the power to purchase and maintain insurance on behalf of any person who in serving or has served as a director, officer or has served in any such capacity at the request of the Club against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Club would otherwise have the power to indemnity him against such liability.

 

The Board shall assure that the Club has proper insurance coverage for all of its activities.

 

 

Article XV - Distribution of Assets After Termination

 

  1. No member shall have as an individual any interest or title to the assets of the club. 

 

  1. In the event of dissolution or termination of the club all of its assets shall be distributed according to a plan adopted by the membership at the time of the dissolution or termination and shall be in accord with the appropriate requirements of the Federal Internal Revenue Service and the Department of Revenue of the State of North Carolina. 

 

Article XVI – Amendments

These Bylaws shall be reviewed every three years and may be amended in accordance with G. S. 55A-10-21. ( “By the members entitled to vote thereon by two-thirds of the votes cast or a majority of the votes entitled to be cast on the amendment, whichever is less;” G. S. 55A-10-21-a-2)

Article XVII – Severability

 

In the event that any provision or provisions of these Bylaws shall be determined to be invalid, void, or unenforceable, such determination shall not render invalid, void or unenforceable any other provisions hereof which can be given effects.