South Coast Corinthian Yacht Club By-Laws

SCCYC Bylaws. Approved by the Board November 3rd 2013. (Subject to revision)

ARTICLE 1. NAME, PURPOSE AND ORGANIZATION

1.1 NAME

The name of the Club shall be “SOUTH COAST CORINTHIAN YACHT CLUB” and will be referred to in these Bylaws as the “Club”.

1.2 PURPOSE

The purpose of the Club shall be:

1.2.1 To foster and encourage the nautical experience of pleasure boats and to promote yachting.

1.2.2 To sanction, organize and sponsor cruises, races, and regattas for the yachting community.

1.2.3 To cultivate social camaraderie and provide for entertainment of its members.

1.3 ORGANIZATION

1.3.1 The Club authorizes the number and qualifications of the members, the different classes of membership, the property, the voting, and other rights and privileges of each class.

1.3.2 The liability of each class of membership for fees, dues, and assessments, and the method of collection thereof shall be set by the Board of Directors.

1.3.3 The Bylaws may be adopted by the Board of Directors named in the Articles of Incorporation or their successors in office or by any means provided by statute and may be thereafter amended, appealed, or re-adopted by any means provided in the Bylaws or by statute.

ARTICLE 2. membership

2.1 qualification for membership

Membership in the Club shall be open to any person of good moral character interested in yachting, regardless of race, ethnicity, creed, color, sex or sexual orientation.

2.2 classes of membership

The membership of the Club shall consist of the following classes:

2.2.1 FLAG MEMBERS shall be limited to three hundred (300) qualified persons over the age of (21) twenty-one years.  Both member and spouse (or spousal equivalent) constitute a single Flag Membership, and are entitled to cast only one (1) Flag Member vote.  The pair is counted as one (1) in the Flag Member limit. 

2.2.2 JUNIOR FLAG MEMBERS shall be limited to fifty (50) qualified persons under the age of twenty-one (21) years who are not Junior Members.

2.2.4 JUNIOR MEMBERS shall be a child or children of a Flag or Life Member, who is under the age of twenty-one years (21).

2.2.5 LIFE MEMBERS shall be limited to nine (9) qualified persons elected by unanimous vote of the Board of Directors for outstanding service to the Club and yachting in general.  Only those having Flag Membership in good standing for an uninterrupted period of ten (10) years shall be eligible.

2.2.6 HONORARY LIFE MEMBERS shall be the surviving spouse of a Life Member.

2.2.7 HONORARY MEMBERS shall be limited to those persons elected by the Board of Directors on an annual basis for outstanding service to yachting in general.

2.2.8 NON-RESIDENT MEMBERS shall be limited to persons who have been Flag Members in good standing continuously for at least two (2) years immediately prior and who have moved their principal place of residence outside of Los Angeles County and shall not regularly berth a boat within Los Angeles County.  Any Flag Member who is in active military service in a non-career capacity may request non-Resident Membership.  Flag Members in good standing may petition the Board of Directors for a waiver of the time requirement.

2.2.9 CRUISER MEMBERS shall be limited to twenty persons who have been Flag Members in good standing continuously for at least six (6)  immediately prior months, who establish permanent residence aboard a boat and who spend less than 30 days per year in Los Angeles County.

2.2.10       STUDENT MEMBERS shall be limited to fifty(50) qualified persons who actively support Corinthianism and organized yacht racing and who are regularly enrolled full-time students, undergraduate or post-graduate, in a college level institution of learning. Such persons shall be under the age of twenty-five(25) years, but if older may petition the Board for annual exemption from this requirement.

2.3 rights and privileges of members

2.3.1 Flag and Life Members in good standing shall be entitled to exercise and enjoy all rights and privileges, including the right to vote, hold office, serve as a Director, make full use of the Club’s facilities, and race under and display the Club’s burgee.

2.3.2 Junior Flag Members and Junior Members shall be entitled to restricted use of the Clubhouse and to race under the Club’s burgee.  (“Restricted use” is defined as whenever the Clubhouse is open as established in the House Rules and at Club sponsored activities.)

2.3.3 Honorary, Honorary Life, Non-resident and Cruiser Members shall be entitled to exercise and enjoy the privileges of Flag and Life Members, except for the right to vote, hold office or serve as a Director.

2.3.4 Members of all classes, their families and guests shall at all times comply with and be governed by the bylaws and house rules in effect in their conduct on Club premises and use of the Club facilities.

2.3.5 Improper or offensive conduct, including intoxication shall be grounds for expulsion of any person from the Club premises.The Officer of the Day or a Board Member shall have the authority to ask anyone, whose behavior, in their judgement is offensive or improper, to leave the Club premises. Refusal to follow such a request by a member or member’s guest shall subject that member to disciplinary proceedings.

2.3.6 Business solicitation: No member or guest shall solicit any business in or around the Club, use the membership roster for the purpose of soliciting any business, or use the Club premises in any way for commercial activities.

2.4 dues and initiation

2.4.1 Membership dues incurred by each class shall be determined by the Board of Directors and shall be payable at such time and in such a manner as stipulated and may be changed by the Board of Directors. No dues shall be incurred by Life, Honorary Life, Honorary and Junior Members. Current dues as of March 2022 are $200 / Quarter.

2.4.2 An initiation fee shall be paid by all persons becoming Flag, or Junior Flag, unless the person is a member of the Club immediately prior thereto.  The amount of the initiation fee shall be fixed by the Board of Directors, but may be changed from time to time.

2.5 membership procedures

2.5.1 Application for membership in any class shall be in such form as prescribed by the Board of Directors and shall be accompanied by the initiation fee, and such current dues as the Board of Directors may require.  All applicants for membership must be sponsored by a Flag Member in good standing or a Life Member and shall obtain the signature of two (2) other members in good standing.  Applications by persons not yet a member of another class shall have prior approval by the Membership Secretary.  Any application by a minor for any class membership shall be accompanied by a release in a form prescribed by the Board of Directors, and signed by the parent(s) or legal guardian(s) of said minor.

2.5.2 Interviews and recommendations for all membership applications shall be made by the Membership Secretary.  The Membership Secretary shall report all applications, and its recommendations, at the next regularly scheduled Board of Director’s meeting.  New applicants, if recommended by the Membership Secretary, shall be reported to The Beacon Editor for publication of pertinent data. 

2.5.3 Qualification, rejection, or election of all new members shall be determined at the Board of Directors’ meeting following the listing of new applicants in The Beacon or posting in the Clubhouse.

a) The Board of Directors shall elect all new members by voting on admission of each applicant separately.

b) The vote shall be by secret ballot if one member of the Board so requests, otherwise the vote may be by any method.

c) If there is more than one negative vote on any application, that applicant shall not then become a member and shall not again be proposed for membership until the expiration of twelve (12) months from the time of such vote.

d) The Board of Directors may provisionally elect a person to membership based upon an incomplete application.  However, such person shall not become a member or be entitled to the privileges of the Club until he/she shall have paid the required initiation fee, and the proportion of dues then due.  If any person, after being elected to membership, shall not within fifteen (15) calendar days after notice of his/her election being sent to his mailing address shown on his application for membership have paid the required initiation fee, and the proportion of dues then due, he/she shall be determined to have forfeited his/her election to membership and all monies received.

2.5.4 The Secretary shall, upon election of a new member, record the member’s name, contact information, boat (if any), class of membership and date of election in the Club’s records.  A membership card, embossed with the Club seal, shall be issued to all members in good standing, annually.

2.5.5 Any person making application for membership who is not elected as a member shall receive a refund of initiation fees and dues paid to the Club.

2.6 limiting membership to boat owners

The percentage of non-boat owning Flag and Life Members shall be established by the Board of Directors, but at no time shall they exceed fifty percent (50%) of the combined Flag and Life membership.  All other classes shall have no limit on the amount of non-boat owners.  Whether a person’s participation in a boat will qualify him as a boat owner shall be determined by the Board of Directors.

2.7 resignation of membership

2.7.1 Resignation of membership as a member in good standing requires a member to notify the Board of Directors, in writing, or other form of communication accepted by the Board, of intent to resign. Such notice, filed with the Secretary shall be considered proper notice as of the date of receipt by the Secretary.  

a) The notice shall be accompanied by the payment of all indebtedness to the Club to the date of such notification, and return of membership cards, parking permits, Club keys, and Club property.

b) Resignation in good standing requires the member to return together with their notification and payment of all indebtedness to the Club, their current year membership card parking permits, Club keys, and Club property to the Secretary. In addition the member has to remove any boats from the club’s dry storage facility.

c) In the event that a member’s notice of resignation is not completed by payment of indebtedness or return of membership card parking permits, Club keys, and Club property, the member’s resignation shall not be in good standing; however, the member shall accrue no additional liability for dues or membership assessments subsequent to the date of notice. But, any dry storage space not vacated will continue to accrue charges until the member removes his or her boats.

d) The Treasurer shall determine, and notify the Secretary as to whether a resigned member resigned in good standing, based upon payment of indebtedness, return of membership card and keys, return of Club property, and removal of members boats from club dry storage space.

2.7.2 Any member who resigned in good standing may request reinstatement by submitting to the Membership Secretary a new application, accompanied by the payment of dues for the payment period in which the application is made and one-half (½) the current initiation fee.  The Board of Directors at their discretion may approve reinstatement of said person.

2.7.3 Resignation of a member shall operate as a release and assignment to the Club of all rights and interest of such member in the Club.

2.8 termination of membership

2.8.1 A member shall be terminated by death, resignation, non-payment of dues or other indebtedness to the Club, or expulsion.

2.8.2 The membership of a Junior Flag member of twenty-one years (21) of age lapses unless such person becomes a member of another class. 

2.8.3        The rights and privileges accorded the spouse, spousal equivalent, and or Junior Member of a Flag Member shall terminate when the membership of the Flag Member terminates except in the case of death, where the membership will transfer to the spouse or spousal equivalent. The rights and privileges accorded the spouse, spousal equivalent or Junior member of that Flag Member can also be terminated at any time upon written notice of a Flag Member to the Board of Directors, that he or she wishes their spouse, spousal equivalent or children’s membership terminated.

2.8.4 The Board of Directors may, by majority vote, terminate the membership of any member whose indebtedness to the Club remains unpaid more than thirty (30) days following a second request for payment, which was sent thirty (30) days or more subsequent to a first request for payment.

2.8.5 The membership of a Junior Member terminates when that person attains the age of twenty-one (21) years unless such person becomes a member of another class.

2.8.6 The Board of Directors shall have the power and without any liability whatsoever to any person affected, by vote of not less than six (6) members of the Board or two-thirds (2/3) of Directors present, whichever is greater, to suspend, fine,  forfeit, or terminate the membership of, or otherwise discipline any member for conduct which, in the opinion of the Board, is likely to endanger the welfare, interest or character of the Club, or for any conduct which is in violation of the Bylaws or other established rules of the Club. The Board has the power to take any action and use any means at it’s disposal to resolve disciplinary issues.

2.8.7        The membership of a Student member of twenty-five years lapses unless such a person becomes a member of another class or petitions the Board for an age exemption.

2.9 transfer of membership

2.9.1 Membership in the Club shall not be transferable by one person to another whether involuntary or as security of otherwise, except upon death of a Flag Member, in which event such membership shall transfer to the surviving spouse.

2.9.2 The surviving spouse/partner or significant other of a deceased Flag Member may elect to retain their membership subject to all provisions of Club bylaws and rules including conversion to a Flag Member.  In the event the surviving person elects to convert to a Flag Member future membership quarterly dues will be applied.  If the surviving person chooses not to continue the membership, resignation shall be made as per the relevant  bylaw.

2.10 Delinquency of membership

2.10.1 Delinquency of membership shall mean any member whose dues or other indebtedness to the Club is not paid in full on the last day of the first month of the payment period. Members whose dues or storage charges are delinquent are not in good standing. The Board can suspend club privileges allowed that member and charge a  delinquency fee for each thirty (30) calendar day period until delinquent indebtedness is paid or until further Board action is taken.

2.10.2 Any member who fails to pay dues or other indebtedness to the Club within thirty (30) calendar days after notification of delinquency of membership shall again be notified of such indebtedness and, may have his/her name posted on the Club bulletin board as delinquent.

2.11 property rights of members

No member of the Club shall have any right, title, or interest whatsoever in or to any of the property or assets of the Club.  The Board of Directors or persons in charge of the liquidation shall at such time convey any assets after paying or adequately providing for all debts and obligations of the Club to one or more charitable, educational, scientific, or social organization(s) recognized as non-profit under the Tax Code of the United States of America.  Preference in such conveyance shall be given to qualifying organizations which are concerned with the art and science of boating or the marine environment.

article 3. meeting of members

3.1 place of meeting

The locations of all meetings of members shall be at the Clubhouse or such other place as may be designated by the Board of Directors.

3.2 annual business meeting

An Annual Business Meeting of the members shall be held each year in October, at the Clubhouse or such other place as may be designated by the Board of Directors.

3.3 annual election meeting

An annual meeting of the members shall be held for the election of officers.  The election meeting shall be held not less than twenty-one (21) nor more than forty-five (45) days following the Annual Business Meeting.

3.4 other meetings

Other meetings of the members may be called at any time by the Board of Directors, the Commodore, or ten percent (10%) of the Flag and Life Members, to be held at a time and place designated in the call.

3.5 notification of meetings

3.5.1 Notification of each Annual Business Meeting or other meeting(s) shall be given to each member in writing or other form of communication accepted by the Board using the contact information appearing in Club records.  Such meeting notices shall be sent to each member entitled thereto, not less than seven (7) calendar days before such meeting and shall specify the place, the date, and hour of such meeting. Non notification of return will constitute delivery.

3.5.2 An entry in the minutes that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to each member as required by law and the Club Bylaws.

3.6 voting

At all meetings of the membership, each Flag and Life Member in good standing and entitled to vote (as prescribed in Sections 2.2.1 and 3.3), shall have one vote.  This vote may be in person or by proxy.  Voting may be by voice or ballot, provided that all elections of Officers and Directors must be by ballot if demanded, before voting begins, by a Flag or Life Member entitled to vote.

3.7 votes by proxy

Flag Members or Life Members in good standing and entitled to vote may authorize another Flag Member or Life Member in good standing to vote on their behalf. Such authorization must be in writing using a Proxy Form established by the Board of Directors. The Proxy Form can be requested from the Secretary. One copy of the completed Proxy Form must be given to the member authorized to vote on the other’s behalf and must be brought to the meeting. Another copy of the completed Proxy Form must be submitted to the Secretary within the time limits established by the Board of Directors for a given election. The proxy established by this process is only valid for a specific election and becomes invalid after the expiration of eleven months from the date of execution.

3.8 quorum

A quorum consists of at least twenty (20) Flag or Life Members in good standing and entitled to vote for transaction of business.  The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to have less than a quorum.

article 4. elected officers and directors

4.1 elected officers

The elected Officers of the Club shall be the Commodore, Vice Commodore, and Rear Commodore, all of whom shall be Flag Members in good standing or Life Members.

4.1.1 The Commodore shall be the Chief Executive Officer of the Club and shall have general supervision, direction, and control of the affairs of the Club and other Officers.  The Commodore shall call to order and preside at all meetings of the membership and the Board of Directors and shall command the squadron and appoint all committees, shall specify their duties, power and terms of office, and shall serve as ex-officio member thereof.  The Commodore shall have the general powers and duties usually vested in the Chief Executive Officer of a Yacht Club and shall have such powers and duties as may be prescribed by resolution of the members or the Board of Directors.

4.1.2 The Vice Commodore shall assist the Commodore in his/her discharge of duties.  In the absence or disability of the Commodore, he/she shall act for the Commodore.  The Vice Commodore shall preside at all meetings in the absence of the Commodore, assist and cooperate with the commodore in all the activities of the Club.  When so acting, the Vice Commodore shall have all the powers and be subject to all the restrictions upon the Commodore and shall have other such powers and perform such other duties as may be prescribed by resolution of the members or the Board of Directors.  

4.1.3 The Rear Commodore shall assist the Commodore in his discharge of duties.  In the absence or disability of the Commodore and Vice Commodore, he/she shall act for the Commodore.  TheRear Commodore in the absence of the Commodore and Vice Commodore shall act as the coordinator of the Clubhouse managements, social functions, and coordinate the activities of the Club.  When so acting, the Rear Commodore shall have all the powers and be subject to all the restrictions upon the Commodore and shall have other such powers and perform such other duties as may be prescribed by resolution of the members or the Board of Directors.

4.2 elected directors

The elected Directors of the Club shall be Fleet Captain, Port Captain, Secretary, and Treasurer, all of whom shall be Flag Members in good standing or Life Members.

4.2.1 The Fleet Captain, subject to the control of the Vice Commodore, shall have control of all fleets within the Club, and shall establish all rules and regulations for sponsorship and organization of all Club cruises, regattas and other such powers and duties as may be prescribed by resolution of the members or the Board of Directors.

4.2.2 The Port Captain, subject to the control of the Rear Commodore, shall have charge of all properties and facilities of the Club and shall have other powers and duties as may be prescribed by resolution of the members or the Board of Directors.

4.2.3 The Secretary shall keep or cause to be kept, the Club membership records; maintaining the names, addresses, telephone numbers, class of membership, date of election to membership, and membership standing when terminated, including the details thereof and the date membership ceased.  The Secretary shall also keep, or cause to be kept a book of minutes of all meetings of the members and the Board of Directors.  The Secretary shall issue and sign certified membership cards to each member entitled thereto, and shall assure that notice of all meetings of members and Board of Directors be given as required by the Club Bylaws.

4.2.4 The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the receipts, disbursements, properties, assets, and financial affairs of the Club.  The Treasurer shall receive and receipt for all monies and other valuables of the Club, shall deposit the same in the name of and to the credit of the Club with such depositories as may be designated by resolution of the Board of Directors.  The Treasurer shall render to the Commodore and the Board of Directors, whenever requested, an account of all transactions and the financial conditions of the Club and shall have such other powers and duties as may be prescribed by resolution of the members or the Board of Directors.

4.3 junior staff and staff commodore

4.3.1 The Junior Staff Commodore shall be an automatic succession of the Commodore for a term of one (1) year.  If the successor is unwilling or unable to serve as a Director and to perform the duties of the Junior Staff Commodore then, the Commodore shall appoint one of the Staff Commodores to serve as Director to perform the duties of the Junior Staff Commodore.

4.3.2 Upon completion of his term, the Junior Staff Commodore will become a Staff Commodore, provided that their membership is maintained in the Club.

4.4 nomination, election, installation, and term of office

4.4.1 A Staff Commodore shall be appointed by the Commodore to serve as Chairman of the Nominating Committee along with four (4) other Flag or Life Members in good standing before the first day in September of each year.  The Commodore shall be one of the four (4) other committee members.

4.4.2 The Nominating Committee shall meet at least once with the current Vice Commodore to receive comments, and as required, to determine nominees for Officers and Directors.  The Vice Commodore shall not be one of the four (4) other committee members.

4.4.3 The Chairman shall announce the nominees at the Annual Business Meeting of the membership in October and that the nominations close at the Annual Business Meeting.  The Club Officers and Directors shall be elected at the Annual Election Meeting in November.  If such meeting is not held or if any Office or Director is not elected thereat, or if after election any Officer or Director dies, resigns, is disqualified, or removed, the vacant office(s) may be filled by appointment by the Commodore, upon approval by the Board of Directors.

4.4.4 Elected Officers and Directors shall be installed at the December Installation Dinner Meeting of membership and shall hold office for a term of one (1) year from that date.  If any Officer or Director resigns or is disqualified or removed, the Officer or Director appointed by the Commodore to fill the vacancy shall hold office for the unexpired portion of the year in which elected or until that replacement Officer or Director resigns, is disqualified, or removed.

4.4.5 Any Officer or Director may resign the Office by submitting  notice in writing or other form of communication accepted by the Board, to the Commodore and/or Secretary of the Club.  Any such resignation shall be effective on the date requested or upon receipt of the notification and, unless specified otherwise, acceptance shall not be required to make it effective.

article 5. appointed chairmen, DELEGATES, and committees

5.1 appointed chairmen

5.1.1 The Commodore may appoint or remove the following Staff Chairmen to serve and perform such duties as prescribed: Judge Advocate, Fleet Surgeon, Membership Secretary, Race Committee Chairman, The Beacon Publisher, Publicity Chairman, House Chairman, Social Chairman, Officer of the Day Chairman, Webmaster, Trophy Chairman and Club Historian.

5.1.2 At the discretion of the Board, the by-laws and house rules may be reviewed annually.  The Commodore, with the approval of the Board may appoint a committee and a Committee Chairman.

 5.2 DELEGATES

The Commodore shall be one of the Delegates to both the SCYA and the ASBMYC and shall appoint the second delegate and as many alternates as desired.

 5.3 COMMITTEES

The Commodore  shall appoint and dissolve all committees, shall specify their duties, power and terms of office, and shall serve as ex-officio member thereof. 

ARTICLE 6. BOARD OF DIRECTORS

6.1 number of directors

The authorized number of the Board of Directors shall be eleven Directors, except under emergency operations, as described in Article 10 below.

6.2 officers and directors

The Board of Directors shall consist of the Commodore, Vice Commodore, Rear Commodore, Fleet Captain, Port Captain, Secretary, Treasurer, Junior Staff Commodore, Membership Secretary, Race Committee Chairman, and the House Chairman, the last three to be appointed and serve as the Commodore prescribes.

6.3 power of the board of directors

6.3.1 Subject to the limitations of the Articles of Incorporation, or the Bylaws of the Corporation Code of the State of California as to the action to be authorized or approved by the members, all Club powers shall be exercised by or under the authority of and the affairs of the Club shall be controlled and managed by the Board of Directors.

6.3.2 The Board of Directors specifically shall have the power to amend or repeal these Bylaws, except that they shall have no power to change the authorized number of Directors other than as stated under Article 10.

6.4 time, place, and notice of meetings

6.4.1 The time, place, and notice of Board of Directors’ Meetings shall be monthly on the first Sunday or as called by the Commodore, the Vice Commodore, the Rear Commodore, or by a majority of the Directors at the time and place stipulated.

6.4.2 Written or oral notice of the time and place of a Board of Directors’ Meeting shall be given to each Director personally or by telephone, email, or other form of communication accepted by the Board, at least twenty-four (24) hours before the time of the meeting.

6.4.3 In addition to actions taken at meetings, any action required or permitted to be taken by the Board may be taken without meeting, if all the members of the Board individually or collectively consent in writing to such action and such consent or consents be filed with the minutes of the proceedings of the Board.  Any certificate or other document filed under any provision of Division 1 of the Corporation Code relating to action so taken and that the Bylaws authorize the Directors to so act.

6.4.4 ADJOURNMENT AND NOTICE THEREOF

A quorum of the Board of Directors may adjourn any Directors’ meeting to meet again at a stated date and hour, provided however, that in the absence of a quorum the majority of the Directors present at a Directors’ Meeting may adjourn from time to time.  Notice of the time and place of a continuance of an adjourned meeting need not be given to absent Directors if the time and place is of the continuance is fixed at the meeting adjourned and provided that such continuance begins no later than 24hours after the adjourned Board of Directors meeting began.

6.5 ENTRY of notice

Whenever any Directors have been absent from any meeting of the Directors, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such Directors as required by law and the Bylaws of the Club.

6.6 waiver of notice

The transactions of any meeting of the Directors, however called or noticed, or whenever held, shall be valid as though a regularly called or noticed meeting had been held as long as either before or after the meeting, each Director not present signs a written waiver of notice or a consent to holding such meeting or approve the minutes of the meeting thereof.

6.7 quorum

A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinbefore provided and except as stated under Article 10.  Every act or decision done or made by a majority (or the required vote, if greater than a simple majority) of the Directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the Board of Directors.

article 7. MISCELLANEOUS

7.1 club signal (Club Burgee)

The signal of the Club shall be a pennant, the hoist to be approximately two-thirds (2/3) of the length.  The pennant shall have a white fouled anchor in the upper inner quadrant formed by two red stripes, in width one-fifth (1/5) of that of the hoist, one running lengthwise through it in the middle, the other running crosswise through it at one-third (1/3) the length of the signal from its head, all on a blue field.

7.2 CLUB PENNANTS (Officer’s Pennants)

7.2.1 The Commodore may display a rectangular flag with a white fouled anchor encircled by thirteen (13) white five-pointed stars on a blue field.  Alternatively, the thirteen stars may be replaced with three (3) stars below the fouled anchor.

7.2.2 The Vice Commodore may display a rectangular flag with a white fouled anchor encircled by thirteen (13) white five-pointed stars on a red field. Alternatively, the thirteen stars may be replaced with two (2) stars below the fouled anchor.

7.2.3 The Rear Commodore may display a rectangular flag with a white fouled anchor encircled by thirteen (13) white five-pointed stars on a white field.  Alternatively, the thirteen stars may be replaced with one (1) star below the fouled anchor.

7.2.4 The Fleet Captain may display a rectangular flag with a blue fouled anchor on a white field.

7.2.5 The Port Captain may display a rectangular flag with a white fouled anchor on a blue field.

7.2.6 The Secretary may display a rectangular flag with a white maple leaf on a blue field.

7.2.7 The Treasurer may display a rectangular flag with a white acorn on a blue field.

7.2.8 The House Chairman may display a rectangular flag with a white fouled anchor on a red field.

7.2.9 The Judge Advocate may display a rectangular flag with white crossed quills on a blue field.

7.2.10 The Fleet Surgeon may display a rectangular flag with a red caduceus on a white field.

7.2.11 The Staff Commodore may display a rectangular flag with a single loop of white coiled line tied in a square knot at the bottom, the loop encircles three (3) white five-pointed stars placed in a triangular position with the single star at the top, all on a blue field.

7.2.12 The Race Chair may display a rectangular flag with a red vertical fouled anchor, supported by two (2) white letters “R” and “C” all on a blue field.

7.3 AUXILIARY ORGANIZATIONS

7.3.1 Appropriate auxiliary organizations may be established from time to time by the Board of Directors.  Such organizations shall be subject to the approval and continuous control of the Club.  

7.3.2 No member may utilize the club’s facilities, name, and good will without written approval, control, and regulation of the Board of Directors. 

7.3.3 As such any auxiliary organization utilizing the club’s name and/or facilities must submit to the Board its agenda, activity report, budget and accounting.

7.4 RECIPROCITY

The principal of reciprocity shall be at all times a policy of the Club in its dealings with other recognized land-based Yacht Clubs.

article 8. liability of member and assessments

Neither the members nor Directors nor Officers shall be personally liable for the debts, liabilities, actions, errors, omissions, or obligations of the Club or its membership.  Officers carrying out actions authorized by the Board of Directors, or acting within the authorized capacity of their office shall not be personally liable for debts thereby incurred

article 9. amendments

9.1 These Bylaws may be amended at any regular or special meeting of the Board of Directors, by a two-thirds (2/3) vote of the Directors present, provided there is a quorum, and further provided that copies of the proposed amendments were submitted in writing at the previous Board of Directors’ Meeting.  In addition, the proposed amendments must be published in The Beacon prior to the final action of the Board or mailed or emailed separately to the membership at least ten (10) calendar days prior to the final vote.

article 10. emergency operations and organization

10.1 The purpose of this Article is to provide a means for the Club to conduct business during a period when circumstances make it impossible for the Officers and Directors to comply with the procedural requirements under articles of these Bylaws.

10.2 invoking emergency organization

Notwithstanding any other provisions of these Bylaws, the operation of the Club may be continued under this Article:

a) By two-thirds (2/3) majority vote of the Board of Directors, or

b) By order of the Commodore, provided at least four of the following conditions exist:

i) Total number of Flag Members in good standing plus Life Members is no more than (50)

ii) The Nominating Committee reports to the Commodore that it is able to find nominees willing to serve for no more than eight (8) of the authorized Directors’ positions described under other Articles of these Bylaws.

iii) Three (3) consecutive attempts to call General member Meetings, with proper notice as described elsewhere in these Bylaws, fail to produce a quorum as defined under other Articles.

iv) The Club’s revenues, or projected revenues, are insufficient to meet the current and projected expenses of the Club as determined by the treasurer,

v) The Club does not have a facility for its exclusive use as a Clubhouse, or such use is in jeopardy,

vi) A majority of all members eligible to vote and in good standing petition the Commodore to invoke emergency operation, or

vii) Sanctioning organizations notify the Club that its status as a recognized Yacht Club is in jeopardy.

10.3 The Commodore’s order to invoke emergency operation shall be in writing and filed with minutes of the Board of Directors Meetings, shall list the circumstances giving rise to the need for emergency operation, shall take effect immediately, and shall remain in effect until less than the number of these above conditions required for invocation of emergency operation exists.  The Commodore shall notify the Board of Directors of the order for emergency operations and shall make a good faith effort to notify each Flag Member in good standing and Life Member.

10.4 quorums and absences under emergency operations

10.4.1 A quorum of members under this Article shall be considered to be twenty percent (20%) of the Flag Members in good standing plus Life Members present in person or by proxy.

10.4.2 A quorum of Directors shall be the presence of a majority of the currently appointed or elected Officers and Directors at a meeting of the Board of Directors.

10.4.3 Minutes of each Board of Directors Meeting shall reflect the presence or absence of each current Officer or Director.  However, requirement under other Articles for the absent member to approve actions by the Board of Directors at the meeting shall not have effect.

10.5 multiple and acting offices, acting directors

10.5.1 In order to accomplish the necessary business of the Club, the Commodore (or under the direction of the Commodore, the Vice-Commodore or Rear Commodore acting as the Commodore), shall have the additional authority: to appoint one or more Flag Members to multiple offices, to appoint both spouses or spousal equivalents of Flag or Life Members to office, and to appoint officers and directors in a temporary acting capacity. The Commodore may appoint acting directors at large, provided that the total number of directors may not exceed eleven (11). Such appointments are not required to be ratified by the membership.

10.5.2 All such persons so appointed under this article shall be entitled to vote on any matters of business before the Board of Directors. Each person will have one (1) vote and shall be counted as one(1) for purposes of establishing a quorum.

10.5.3 In the event that less than eleven (11) of the authorized positions of the Board of Directors are currently filled, each Flag Member in good standing or Life Member present at a Board of Directors’ Meeting will be considered an temporary acting Director, which will be counted for the purpose of establishing a quorum, and will be entitled to vote, provided that the total number of all Directors voting is no more then eleven (11).

10.6 publications and notices

Such publications, information materials, and notices as are sent to all members on the most recent roster of Club members will be considered to meet the requirements of publication in The Beacon, providing the information required under other Articles and these Bylaws are included.

10.7 membership procedures

The Board of Directors may act upon applications for membership without prior publication or notice to the membership, without a waiting period, and with only a single sponsor’s recommendation.

10.8 termination of emergency operations

Emergency operations under this Article shall be terminated by any of the following

10.8.1 Written order of the Commodore, stating that the need for emergency operations no longer exists,

10.8.2 Majority vote of the Board of Directors to end emergency operations, or

10.8.3 Petition or vote by at least twenty (20) Flag Members in good standing and Life Members to end the period of emergency operations.

ARTICLE 11 HOUSE RULES

11.1 The Board of Directors shall have the power to adopt and enforce House Rules. Such House Rules will be consistent with these Bylaws. The House Rules provide rules for the use of Club facilities  and for the conduct of Members and their guests while using the Club facilities or representing the Club. The Board of Directors shall have the right and power to change the House Rules from time to time.