By-Laws

BY-LAWS

EAGLE HARBOR YACHT CLUB OF BAINBRIDGE ISLAND

ARTICLE I

NAME

SECTION 1.  The corporate name of this organization is the Eagle Harbor Yacht Club of Bainbridge Island, Washington (hereinafter, "Club").

ARTICLE II

PURPOSE

SECTION 1.  The Club is formed for the purpose of encouraging yachting and boating of all kinds and to afford a means of good fellowship among the members.

ARTICLE III

GOVERNMENT

SECTION 1.  The government of this Club shall be exercised by a majority vote of the members present at Annual or Special meetings, except as otherwise provided      for in these By-Laws.

SECTION 2.  Robert's Rules of Order shall govern all proceedings of the Club when not in conflict with these By-Laws.

ARTICLE IV

MEMBERSHIP

SECTION 1.  Any person eighteen (18) years of age or over and of good  character is eligible for membership in this Club.  Prospective members must reside in the state of Washington and will be expected to fulfill a commitment to participate in and contribute to the Club's programs and goals to be eligible for Club membership.  A member must own a power or sailboat to be eligible for election to a flag officer position in the Club.

SECTION 2.  There shall be two classes of membership in the Club - Active and Inactive.

                         (a)  Active membership shall include all members with current yearly dues paid.  An Active membership possesses two (2) votes.

                         (b)  Inactive membership is available to all members in good standing who make an application to, and receive approval of the Board.  Inactive member status may be granted for a period of two years.  Inactive members will be reinstated as active members (without payment of an initiation fee) immediately upon their payment of the current yearly dues.  Inactive members are not entitled to the rights and privileges of membership during their absence.  Inactive members may not fly the Club burgee nor accept the reciprocal privileges of other Yacht Clubs.

ARTICLE V

APPLICATION FOR MEMBERSHIP

SECTION 1.  All applications for membership shall be on Club forms and signed by at least two (2) voting memberships and accompanied by applicable initiation fees and dues.

SECTION 2.  Applications for membership shall, be referred to the Membership Committee for investigation, and at the next regular scheduled Board of Director's meeting the applications be presented to the Directors for action on the Committee's recommendations.

SECTION 3.  Applicants rejected by a majority vote of the Board of Directors will be so notified by the Secretary and initiation fees and dues promptly refunded. 

ARTICLE VI

INITIATION FEES AND DUES

SECTION 1.  Initiation fees and first year's dues are to be paid at the time of membership application, without provision for proration of monies due to the Club if the application is submitted during the calendar year.

SECTION 2.  Annual dues become due and payable on or before the date of the next Annual Meeting which is held in the month of January.

SECTION 3.  Any member who is in arrears for his dues or other indebtedness to the Club for over one (1) month shall be notified in writing by the Treasurer.  If the indebtedness is not cleared within one (1) month of notification such member shall be dropped from the rolls, upon approval of the Board of Directors.

SECTION 4.  The Initiation and Inactive Membership fees and Annual Membership dues shall be set by the Board of Directors as required and ratified by a majority of the members at the Annual or a Special Meeting of the Club.  

ARTICLE VII

MEETINGS

SECTION 1.  The Annual Meeting of the Club shall be held in the month of January at which time the presentation and installation of officers shall be held.  Notice of time and date of said Annual Meeting shall be mailed to each voting member at least ten days prior to the Annual Meeting; provided, however, that inadvertent omission of such notice to any voting member shall not invalidate any action taken at such Annual Meeting.

SECTION 2.  A special meeting of the Club may be called by the Commodore or by the Board of Directors by giving to the members entitled to vote five (5) days written notice, by mail, stating the date, time, and the object of the special meeting.   A special meeting shall be called upon written request to the Commodore by six (6) voting memberships.

SECTION 3.  At the Annual Meeting of the Club and meetings of the Board of Directors, the following order of business shall be observed unless waived by a majority vote of the voting members present:

                                    Reading of the Last Meeting Minutes

                                    Treasurer's Report

                                    Report of Officers

                                    Report of Committees

                                    Applications for Membership (Board of Directors)

                                    Old Business

                                    New Business

                                    Installation of Flag Officers (annual meeting)

                                    Adjournment

SECTION 4.  Four (4) elected officers and 15% of the voting memberships shall constitute a quorum for the Annual and Special Meetings of the members of the Club except as otherwise provided in these By-Laws and the Club's Articles of Incorporation. 

SECTION 5.  Four (4) members shall constitute a quorum for a meeting of the Board of Directors.

ARTICLE VIII

REMOVAL OF OFFICERS AND MEMBERS

SECTION 1.  Any officer or member of the Club may be removed from office or dropped from membership upon a two-thirds (2/3) vote of the members at an Annual or Special meeting; provided, however, that no action shall be taken until the Officer or member has had a reasonable opportunity to appear in his own defense.

ARTICLE IX

OFFICERS AND COMMITTEES

SECTION 1.   (a)  The elective flag officers of the Club shall be Commodore, Vice-Commodore, Rear Commodore, Secretary and Treasurer, who shall be elected by mail ballot to serve for one (1) year or until their successors are elected and installed.

                         (b)  The Commodore shall not hold elective office for more than two (2) consecutive years.  Upon election of a new Commodore, the Past Commodore shall become a member of the newly elected Board of Directors and serve for one year.

SECTION 2.   (a)  The Board of Directors shall consist of the Commodore, Vice-Commodore, Rear Commodore, Past Commodore and three (3) other Club members (Directors).  One Director shall be elected each year to serve three (3) years, or until a successor is elected and installed.  The Secretary and Treasurer shall be non-voting members of the Board of Directors.

SECTION 3.   (a)  The vacancy of a Flag Officer will be filled by the next junior officer for the remainder of the unexpired term, except for the Rear Commodore.  The Commodore shall have powers, by appointment, to fill a vacancy in the positions of Rear Commodore, Director or that of Secretary and Treasurer until the next Annual election, subject to approval by the Board of Directors.

                         (b)  In the absence of any action by the Commodore, the members of the Board of Directors shall have powers, by appointment, to fill any vacancy occurring in the elective offices or the Board of Directors until the next annual election, at which time a member will be elected to fill the remainder of the term of that elective position. 

SECTION 4.  The office of any elected officer or member of the Board of Directors shall become vacant automatically if such Officer or Board Member shall be absent from three (3) consecutive meetings of the Board of Directors.  Any such vacancy shall be filled in accordance with Article IX, Section 3.

SECTION 5.  The appointive committees of the Club shall be the Membership Committee, Social Committee, the Audit Committee, the Cruising Committee and the Nominating Committee.

 SECTION 6.  Appointment to membership on a committee named in Article IX, Section 5 above shall be by the Commodore subject to approval of the Board of Directors.  Except as otherwise provided in these By-Laws, the term of appointment for committee members shall be for one (1) year, commencing  immediately upon approval by the Board of Directors.

SECTION 7.  The Commodore shall appoint one member to serve as the Club Quartermaster who shall inventory all Club property and arrange, with Board approval for the storage, safekeeping and Board access to the Club property. 

SECTION 8.  The Commodore shall appoint one member to serve as the Club Editor of the ScuttleButt, the Club's bi-monthly newsletter.  The Editor shall have charge of receiving member inputs for each issue of the ScuttleButt, writing and editing each issue and arranging for the issue to be printed and mailed to the members.

ARTICLE X

POWERS AND DUTIES OF OFFICERS AND COMMITTEES

SECTION 1.  COMMODORE.  The Commodore shall provide leadership to the Club and enforce the By-Laws, rules and regulations of the Club and shall preside at all meetings of the Club and of the Board of Directors.  He shall sign, together with the Secretary, on behalf of the Club, all contracts, bonds, and written instruments approved by the Board of Directors; shall exercise general supervision over all the affairs of the Club, and shall have such other powers and perform such other duties as may be required by the By-Laws, or which may be authorized by the Board of Directors.  He shall be an ex-officio member of all committees.

 SECTION 2.  VICE-COMMODORE.  The Vice-Commodore shall assist the Commodore in the discharge of his/her duties as requested, and in the absence or inability of the Commodore to act, the Vice-Commodore shall officiate in his/her stead.  The Vice-Commodore shall act as the executive officer of the Commodore with respect to all activities of the Club and shall coordinate the functions of all committees relating thereto.

SECTION 3.  REAR COMMODORE.  The Rear Commodore shall assist the Commodore and Vice-Commodore in the discharge of their duties, as requested, and, in the absence or inability of those officers, to perform their duties.

 SECTION 4.  SECRETARY.  (a)  It shall be the duty of the Secretary to keep a true record of the Club, the same to be kept in a comprehensive and legible form, and to be the permanent property of the Club.

                                                (b)  To keep a record of all the proceedings of the Club and the Board of Directors.

                                                (c)  To keep a correct roll of all members.

                                                (d)  To keep a correct list of the name, ownership, dimension and rig of each boat owned and enrolled in the Club.

                                                (e)  To keep and file all documents, records, reports and all other communications connected with the business of the Club.

                                                (f)  To notify members of election, expulsion, or the acceptance of resignation.

                                                (g)  To notify each member of every special meeting called by the Commodore or Board of Directors and of the Annual Meeting.

                                                (h)  In case of inability to attend any meeting, to cause the necessary records and papers to be conveyed to the meeting place.

                                                (i)  The Secretary shall be allowed the necessary and proper disbursements for postage and stationary.

                                                (j)  The position of Secretary may be combined with that of Club Treasurer.

SECTION 5.  TREASURER.

                                                (a)  The Treasurer shall receive all monies paid to the Club from every source and shall give a receipt therefore and shall deposit same in bank or banks approved by the Board of Directors and only in the name of the "Eagle Harbor Yacht Club".

                                                (b)  Shall provide such sinking or other special funds as may be ordered by the Board of Directors.  All receipts and revenues of the Club shall be available to such uses as the Board of Directors may direct, and shall be disbursed by the Treasurer, and counter-signed by the Commodore or one (1) other member of the Board of Directors.  Any anticipated expenditure in excess of $150 shall first be approved by the Board of Directors prior to committing the Club funds.

                                                (c)  Shall conduct the financial affairs of the Club and shall perform all other duties usually incumbent upon the office, and shall keep suitable books of account and same shall be the permanent property of the Club.

                                                (d)  The books of the Treasury shall be audited at least once a year, by the Treasurer and two members appointed by the Commodore.

                                                (e)  Shall make a financial report at each Board of Directors and the Club's Annual Meeting showing the receipts and disbursements since the previous report, and shall make a full and complete statement of the financial condition of the Club at the close of the fiscal year.

                                                (f)  Shall furnish to the Club a suitable bond in the amount to be determined by the Board of Directors, the premium to be paid by the Club.

                                                (g)  In case of inability to attend any meeting, to cause the necessary records and papers to be conveyed to the meeting place.

                                                (h)  The position of Treasurer may be combined with that of the Club Secretary.

 SECTION 6.  MEMBERSHIP COMMITTEE.  The Membership Committee shall consist of one (1) member of the Board of Directors and two (2) other members who shall give special attention to applications for membership and report on each application for membership to the Board of Directors at their next scheduled meeting.

SECTION 7.  SOCIAL COMMITTEE.  The Social Committee shall consist of  one (1) member of the Board of Directors and two (2) other members and shall initiate and have charge of all social events of the Club.

SECTION 8.  AUDIT COMMITTEE.  The Audit Committee shall consist of the club Treasurer and two other members appointed by the Commodore who shall, prior to the Annual Meeting examine the financial accounts and records of the Club, apply appropriate tests to determine accuracy and completeness of the records and report their findings and recommendations to the Board and membership at the Annual Meeting.

SECTION 9.  CRUSING COMMITTEE.  The Cruising Committee shall consist of one (1) member of the Board of Directors and two (2) other members, and shall initiate and have charge of the planning and support for all cruising activities of the Club.

SECTION 10.  NOMINATING COMMITTEE.  The Nominating Committee shall consist of one (1) member of the Board of Directors and two (2) other members, shall prepare a slate of candidates for each pending vacancy who are willing to serve if elected, shall present the slate to the Board of Directors for approval and shall prepare a ballot of the candidates as adopted by the Board of Directors for mailing to the membership for voting.  Announcement of the slate of candidates shall be published in the Scuttlebutt issue immediately prior to the Annual Meeting.  The Commodore shall also appoint one member to serve with the Secretary as a Tally Committee to count the member ballots returned to the Secretary on or before the due date stated in the ballot mailing and report the results to the membership at the Annual Meeting.

SECTION XI

CLUB FLAG DISPLAY

SECTION 1.  The Club burgee shall comprise a blue eagle's head superimposed upon a yellow field.  Any member shall be entitled to fly the Club burgee on any yacht which he is operating, except that it may not be flown on any vessel not under the command of a member.

SECTION 2.  The Commodore, when afloat, shall fly a rectangular blue flag with a white fouled anchor encircled by thirteen (13) white stars.

SECTION 3.  The Vice-Commodore, when afloat, shall fly a red rectangular flag with a white fouled anchor encircled by thirteen (13) white stars.

 SECTION 4.  The Rear Commodore, when afloat, shall fly a white rectangular flag with a red fouled anchor encircled by thirteen (13) red stars.

 SECTION 5.  The Past Commodores, when afloat, may fly a blue rectangular flag with white fouled anchor and three (3) white stars on the hoist.

SECTION 6.  The Secretary, when afloat, may fly a blue rectangular flag with crossed white feathers.

SECTION 7.  The Treasurer, when afloat, may fly a blue rectangular flag with a white acorn.

ARTICLE XII

AMENDMENTS

SECTION1.  These By-Laws may be amended by a two-thirds (2/3) vote of the members present at any Annual, or Special meeting of the Club, provided that notice of the meeting and a copy of these By-Laws and proposed amendments be mailed to each voting member at least ten (10) days prior thereto, and provided that stated amendment(s) are consistent with the corporate powers of the Club.  Amendments to the By-Laws may be proposed by the Board of Directors, or by a petition signed by ten (10) or more voting memberships or by a motion which is presented and adopted at a Special or the Annual Meeting of the Club.

 SECTION 2.  These By-Laws shall be effective upon adoption by the membership and shall supersede and nullify all previous By-Laws and amendments.