AMENDED AND RESTATED

BY-LAWS OF THE

WASHINGTON ISLAND YACHT CLUB

 

Amended May 28, 2011

 

 

 

ARTICLE I

NAME AND PURPOSE

 

Section 1.1       Name: This organizations (the “Club”) has been duly incorporated as a corporation without stock and not for profit under Chapter 181 of the Statutes of the State of Wisconsin (the “Act”) as the Washington Island Yacht Club, Inc. and shall be known as the “Washington Island Yacht Club”.

 

Section 1.2       Purpose:  The primary purpose of the Club, as stated in its Articles of Incorporation, shall be to sponsor and promote activities and to provide information and instruction with respect to boating, sailing, swimming, water skiing and any and all other kinds of water sports and activities for the benefit of Members and their guests.

 

 

ARTICLE II

MEMBERSHIP

 

Section 2.1       Classes of Membership:  There shall be three (3) classes of membership:  Regular Members, Annual Members and Honorary Members; provided, however, that any person becoming a Regular Member of the Club prior to January 1, 1986 shall also be known and shown on the Club’s records as a Charter Member.

 

Section 2.2       Eligibility:  Any reputable person of good character, who is interested in the water sports and boating, is eligible for membership, subject to the other requirements herein set forth.

 

Section 2.3       Regular Members:  Regular Members shall, subject to the provisions of the Section 4.4 be entitled to all the privileges of the Club so long as the Club is in existence; including the right to use the Club’s boats, kayaks, canoes and other water sports equipment without separate charge, subject to such rules and regulations as the Board of Directors (the “Board”) shall establish from time to time.

 

Section 2.4       Annual Members:  Annual Members shall, subject to the provisions of Section 4.4, be entitled to participate in all Club activities during the term of membership; provided that Annual Members shall not be entitled to vote or hold office; and provided that after a maximum two-year period, Annual Memberships must be converted to Regular Memberships by sending a request to the Secretary/Treasurer for such Regular Membership status, and by payment of the $100 Regular Membership Initiation Fee.

 

Section 2.5       Honorary Members:  Honorary Members shall, subject to the provisions of Section 4.4, be entitled to all of the privileges of the Club so long as the Club is in existence; provided that Honorary Members shall not be entitled to vote or hold office.

 

Section 2.6    Membership Requirements: All new Regular Members, including members previously categorized as Annual Members, shall, within two years of acceptance into Regular Membership, be required to volunteer for at least two Club activities, or participate in a Club committee, or in some generally acceptable manner provide participation and service to the Club and its purposes. Failure to do so shall be reviewed by The Board of Directors as to corrective action to be taken.

 

Section 2.7 Responsibility of Members for their Guests: Members shall be entitled to bring one or more guests to Club sanctioned events provided that;

1.      All required fees, which can vary from time to time, be paid for each guest attending

2.      The Member is responsible for the conduct of his or her guest(s) according to the by-laws at all Club functions

 

 

 

ARTICLE III

ADMISSION TO MEMBERSHIP, DUES AND ASSESSMENTS

 

Section 3.1       Regular Members:  The following procedure for the admission of new Regular Members and Annual Members to the Washington Island Yacht Club shall be applicable:

 

a)      The Board shall adopt a form of application for Regular Members and Annual Members with a form of recommendation to be completed by at least one Regular Member in good standing (“Sponsor”), which forms may be changed from time to time.  Regular Members must be 22 years of age or older and the application shall so state.  The application for Regular Members shall include the contact information (street address, telephone and e-mail address) to be used for notices and other communications under these By-Laws.

 

b)      The Secretary-Treasurer shall keep all forms of application for membership and upon the request of a Sponsor on behalf of an applicant; the Secretary-Treasurer shall deliver a form of application to such applicant.

 

c)      When the Secretary-Treasurer receives the completed application signed by at least one Sponsor, with the prescribed Initiation Fee, current Assessment and Dues, he or she shall submit the application to the Membership Committee and hold the funds submitted until final disposition of the application has been made.  The Membership Committee shall promptly consider the application and make such investigation as it deems desirable and either accept or reject the application; provided that unless otherwise specified by the Board the Membership Committee shall consist of any two officers of the Club who are available to promptly consider and act on the application.

 

d)     If the application is rejected, the Secretary-Treasurer shall so notify the applicant and his or her Sponsor with a copy to be filed with the records of the Club, and the Secretary-Treasurer shall promptly refund to the applicant the funds submitted with his or her application.  Upon acceptance of any application, the Secretary-Treasurer shall notify the applicant and his or her Sponsor that he or she has been accepted as a Regular Member or Annual Member and issue a membership card to the new member.  The Secretary-Treasurer shall also deposit the new member’s Initiation Fee, current Assessments and first Dues to the account of the Club.

 

Section 3.2       Honorary Members:  The following procedure shall apply to the admission of Honorary Members:

 

a)      Prior to the annual meeting in each calendar year, the Board shall prepare a list of proposed Honorary Members.  A copy of such list shall be provided by first class mail or e-mail  by the Secretary-Treasurer to all regular Members not less than ten (10) days prior to the annual meeting so that the voting membership can comment on and recommend additions to the list for consideration by the Board.  At the first meeting of the Board following such annual meeting, the board by majority vote may elect Honorary Members.

 

b)      The Secretary-Treasurer shall promptly notify each person elected by the Board and each such Honorary Membership shall become effective upon the acceptance thereof by the honorary Member.

 

 

Section 3.3 Spouses and Children:  Except as otherwise provided herein, each member of the Family of any Regular Member, Annual Member or Honorary Member shall have access to all Club facilities and shall be entitled to participate in all Club activities in the same manner as if he or she were the Regular Member, Annual Member or Honorary Member, as the case may be, but without being required to pay any separate Dues.  As used herein a member’s “Family” shall include only his or her spouse and all children between the ages of fifteen (15) and twenty-five (25) years of the Member and/or his or her spouse.  Each Member of a Family of a Regular Member shall be deemed to be a Regular Member for all purposes except voting, and the vote of each Regular Member shall be allocated to such Member of the Family as the Family shall determine and notify the Secretary-Treasurer prior to any vote being taken (it being the intention that there be one vote per Regular Member or Family participating as one Regular Member).

 

Section 3.4       Initiation Fees:  Members of the Club shall pay the following initiation fees:

 

Regular Members:       $100.00; provided that children of Regular Members upon reaching the age twenty-five (25) can become Regular Members by paying the $100.00 initiation fee over a four year period on their 25th, 26th, 27th and 28th birthdays.

 

Annual Members:        None.

 

Honorary Members:    None.

 

Section 3.5       Dues and Capital Assessments:  The following are the annual Dues and other amounts payable by members of the Club:

 

a)      Dues of Regular Members and Annual Members (other than Family Members) shall be fixed  from time to time at the annual meeting, upon recommendation of the Board, by vote of the Members present at the meeting (“Dues”).

 

b)      Regular Members shall also pay capital assessments (“Assessments”) if authorized and approved in the following Manner:

 

(i)                 Any expenditure for the acquisition of property having a useful life of three (3) or more years (a “capital improvement”) and which either (A) costs more than $2,000.00 or (B) cannot be fully paid for from moneys of the Club currently available and which is therefore proposed to be paid for by Assessments, shall be described in a written report approved by the Board detailing all costs and other amounts to be expended therefore and the amount of the proposed Assessment payable by each Regular Member with respect thereto (a “Capital Improvement and Assessment Report”).

 

(ii)               Each Capital Improvement and Assessment Report shall be submitted to the voting Members for consideration and approval or disapproval at the next annual or a special meeting for which notice can be given as herein provided and called for such purpose by the Board, and the Secretary-Treasurer shall send notice of the date, time and place of such meeting to all voting Members, accompanied by a copy of the Capital Improvement and Assessment Report, not less than thirty (30) days prior to the annual or special meeting at which the same is to be considered and voted upon.

 

(iii)             No Assessment shall be effective until approval by a majority of the Members voting in person or by proxy with regard to any specific special assessment. Members present at a regular or special meeting at which the Capital Improvement and Assessment Report is considered, and voted upon, and if the voting Members approving such Assessment shall constitute less than 100% of the voting Members required to pay such Assessment; then such Assessment shall not be effective until notice of the Approval of such Assessment shall be sent to all voting Members not present at such meeting with a copy of this Section of the By-Laws and thirty (30) days shall have elapsed without the Secretary- Treasurer having received Notices of Intend to Resign from ten percent (10%) or more of the voting Members as provided in clause (iv) below. .

 

(iv)             Any voting Member who objects to an Assessment approved at an annual or special meeting as provided herein may deliver a Notice of Intent to Resign to the Secretary-Treasurer of the Club within thirty (30) days after the date of the notice of approval referred to in clause (iii) above is given.  If less than ten percent (10%) of the voting Members shall file a Notice of Intent to resign within such thirty (30) day period, the Assessment shall become effective as otherwise approved and the voting Members who shall have filed Notices of Intent to Resign shall cease to be Members of the Club and shall have no liability for such Assessment.  If ten percent (10%) or more of the voting Members file Notices of Intent to Resign within such thirty (30) day period the Assessment shall not take effect unless and until subsequently authorized and approved pursuant to the foregoing procedures and any Notice of Intent to Resign shall not become an effective resignation from membership unless the voting Member filing such notice has otherwise specified therein.

 

(v)               All notices and communications to Regular Members under this Section 3.5(b) shall be given as provided in Article XVI of these By-Laws.

 

c)      Dues and Assessments shall be paid annually in advance and shall be due on May 1 of the current fiscal year.

 

 

ARTICLE IV

SEPARATION FROM MEMBERSHIP

 

Section 4.1       Leaves of Absence:  Requests for Leaves of Absence shall be submitted to the Board in writing.  The Board shall have the power to grant leaves of absence to any Member for such reason as it shall deem proper for periods not exceeding one year and such leaves may be extended by the Board for additional periods not to exceed one year each and during the period of such leaves such Members shall have no privileges, unless in active military service, and shall not be liable for any Dues or Assessments.  Regular Members on leave of absence wishing reinstatement shall pay any and all Assessments levied during their leave and any current Dues deemed appropriate by the Board before being returned to Regular Membership status.

 

Section 4.2       Resignation:  Resignation by any Member shall be in writing to the Secretary-Treasurer, and the Board shall have the authority to accept the same, but such resignation shall not release a former Member from any prior indebtedness to the Club.

 

Section 4.3      Delinquency:  The failure to pay Dues or Assessments will result in a delinquency as follows:

a)      Any member sixty (60) days in arrears in payment of Dues shall be deemed delinquent.

 

b)      Any Regular Member six (6) months in arrears in payment of Assessments shall be deemed delinquent.

 

Section 4.4       Revocation of Membership:  All Members shall be subject to the following provisions:

 

a)      Any Member deemed delinquent under Section 4.3 and who has failed to request special consideration from the Board, shall be so notified by the Secretary-Treasurer and lose all Club and membership privileges until the amount of such delinquency shall be paid in full, including any additional amounts which may have become due while his or her Club membership privileges were suspended.  Any Member deemed delinquent under Section 4.3 and who has not paid the amount of such delinquency within twelve (12) months shall be automatically dropped from membership except as provided in paragraph (c) of this section.

b)      Any Member may have his or her membership privileges revoked for conduct unbecoming a Member of the Club. Such revocation may take place in the following manners:

·         Suspension by the Commodore: The Commodore may, for cause, suspend any member without previous notice, from active participation in Club privileges, until the Commodore can call a meeting of the Board of Directors to consider the conduct of such member and to definitely and permanently determine the action to be taken thereon Such suspended member shall receive a written copy of the charges against him or her, before the Board can take any formal action against said member.

·         Registering a Complaint: Any two members in good standing of the Club, except that they may not be husband and wife, may register a complaint against any other member of the Club to the Board of Directors. Such complaint shall be in writing, and the member against whom the complaint is made shall receive a copy before the Board can take any action thereon. The complained of member shall have the right to be heard before the Board, either in person or by counsel, with the full right to answer thereto in writing, and the hearing thereon shall be had not later than the next regular meeting of the Board of Directors.

·         The Board of Directors by a two-thirds (2/3) vote of its members shall determine the action to be taken, which may include revocation of all membership privileges. The Commodore shall provide written notice of the action taken by the Board of Directors to the Member or Members complained of and to the complaining members (if any) as soon as possible after the Board of Directors meeting at which the action was taken.

 

c)      In the event any Member, who would otherwise be deemed delinquent under the provisions of Section 4.3 of this Article, shall request in writing special consideration from the Board, the Board shall, at its next meeting, consider such request and any facts presented in support thereof and either grant or deny such request and, if granted, shall fix a time limit for such Member to remedy such delinquency.  Such time limit may be later extended in the same manner as originally granted.  The minutes of such meeting shall set forth the reasons for the action of the Board if such request is granted.

 

d)     The availability and entitlement of any Member to the privileges of the Club (including access to and use of Club property) shall be subject to the requirements of any applicable laws and governmental regulations and such rules and regulations as the Board shall from time to time adopt.

 

 

 

ARTICLE V

ELECTIONS

 

 

Section 5.1       Election at Annual Meetings:  Elections of Officers and Directors shall be held at the annual meeting of the voting Members, but this shall not apply to special elections held to fill vacancies.

 

Section 5.2       Nominations:  A Nominating Committee shall be appointed as provided in section 6.3 hereof.

 

a)      The Nominating Committee shall nominate one slate of Officers and Directors to be voted upon at the annual meeting and the committee shall provide by first class mail or e-mail its report containing the slate of Officers and Directors nominated and a form of absentee ballot to all voting Members not less than ten (10) days before the annual meeting.

 

b)      The report of the Nominating Committee shall stand as nominations at the annual meeting.

 

c)      Additional nominations may be made from the floor at the annual meeting by any voting Member present in person at such meeting.

 

Section 5.3       Voting:  Each Regular Member shall be entitled to vote for as many Officers and Directors as there are vacancies to be filled and shall be entitled to one vote for each Office and Directorship of the Club to be filled.  The nominees for Director and the nominees for each Office receiving the largest number of votes cast by Members present and entitled to vote, and by Members voting by absentee ballot in accordance with these By-Laws, shall be elected as the Officers and Directors of the Club.

 

Section 5.4       Absentee Ballot:  Any Member entitled to vote who is unable to attend the annual meeting may cast his or her vote for the candidates of his or her choice by completing and submitting in writing to the Secretary-Treasurer his or her absentee ballot in the form provided with the report of the Nominating Committee in a sealed envelope, marked on the outside with the word “ballot” and in sufficient time that the Secretary-Treasurer receives the ballot one (1) day prior to the annual meeting of the voting Members.

 

 

ARTICLE VI

OFFICERS

 

Section 6.1       Number and Eligibility:  The Officers of the Club shall consist of a Commodore, a Vice-Commodore of Power, a Vice-Commodore of Sail and Water Sports and a Secretary-Treasurer.  Regular Members in good standing are eligible to hold any office of the Club.  If an elected Director serving on the Board is elected an Officer, upon election as an Officer he or she shall resign as an elected Director effective as of the commencement date of his term as Officer.

 

Section 6.2       Elections and Terms of Office:  The Officers of the Club shall be elected in odd-numbered years by the Regular Members at the annual meeting of Members as provided in Article V hereof.  Each Officer shall serve for a term of two (2) years commencing on October 1 in the year of election or until his or her successor is elected and qualified.  If any office shall become vacant between annual meetings by reason of the death, resignation or removal from office, the vacancy shall be filled by majority vote of the Board for the remainder of such Officer’s term.

 

Section 6.3       Duties:  The duties of the respective Officers of the Club shall be as follows:

 

COMMODORE

 

The Commodore shall preside at all meetings when present; appoint such committees as he or she may deem advisable, and fill all vacancies, temporary or otherwise, in the committees.  If required by the Board, the Commodore shall appoint a Membership Committee consisting of three (3) voting Members at least one (1) of whom shall be a Director of the Club.  The Commodore shall appoint a Finance Committee, consisting of at least three (3) voting members, at least one (1) of which shall be a member of the Board, to develop annual budget recommendations for approval by the Board, to periodically review financial results and recommended financial actions with the Board, and to advise the Secretary-Treasurer in such matters as the Secretary-Treasurer may require in the performance of his or her duties.  Each year, not less than thirty (30) days prior to the annual meeting of voting Members, the Commodore shall appoint a Nominating Committee of not less than three (3) or more than five (5) voting Members.  One Member of the Nominating Committee shall be the immediate past Commodore (if available and willing to serve) and he or she shall chair the Nominating Committee.  In the event the immediate past Commodore is not available or willing to serve, the next available past Commodore shall chair the Nominating Committee.  Otherwise the Commodore shall appoint the chairman of the Nominating Committee.  The Commodore shall appoint an Activities Committee composed of at least three (3) Members of the Club, which Committee shall be responsible for all social and fund raising activities of the Club and the organization and carrying out of such social and fund raising activities as the Board shall, from time to time, authorize and approve to be consistent with the purposes of the Club.

 

VICE-COMMODORE OF SAIL AND WATER SPORTS

 

The Vice-Commodore of Sail and Water Sports shall, in the event of the illness or inability to act of the Commodore, act in his or her place and stead and shall have all the powers and duties of the Commodore.  The Vice-Commodore of Sail and Water Sports shall be responsible for all sailing and non-motorized water sports related activities of the Club and shall appoint such committees composed of one (1) or more Members of the Club as he or she shall deem necessary and shall organize and carry out, or authorize such committees to organize and carry out, such activities as they determine are appropriate to offer Members sailing and water sport activities consistent with the purposes of the Club.

 

VICE-COMMODORE OF POWER

 

The Vice-Commodore of Power shall act in the place and stead and shall have all the powers and duties of the Commodore in the event of the illness or inability to act of the Commodore and the Vice-Commodore of Sail and Water Sports.  The Vice-Commodore of Power shall be responsible for all power boat related activities of the Club and shall appoint such committees composed of one (1) or more Members of the Club as he or she shall deem necessary and shall organize and carry out, or authorize such committees to organize and carry out, such activities as they determine are appropriate to offer Members power boating activities consistent with the purposes of the Club.

 

SECRETARY-TREASURER

 

The Secretary-Treasurer, as Secretary shall:  (a) keep a true record of the proceedings of all meetings of the Club in a book provided for that purpose, (b) keep a correct roll of the Members including the contact information (address, telephone and e-mail) at which notices and other communications are to be given, (c) issue all notices except as otherwise provided in these By-Laws, and (d) conduct all correspondence.  The Secretary-Treasurer, as Treasurer shall: (w) receive all Initiation Fees, Dues, Assessments, and other funds of the Club, (x) keep books of account, which shall at all reasonable times be open for inspection by any Regular Member, (y) deliver to his or her successor the books and all funds and property of the Club in his or her possession, and (z) shall deposit the money of the Club in a bank, or banks, or make investments, all as approved by the Board and shall make disbursements  from the Club’s funds at the direction of the Board, either as an approved budgeted item, or following specific approval of that expenditure; provided that expenditures of $500 or less (but not exceeding $3,000 in the aggregate during any calendar year) may be made from Club funds with the approval of Secretary-Treasurer and at least one other Officer.  Any checks for amounts less than $1,000 shall require one (1) authorized signature. Funds expended in any one calendar year shall not exceed the Club’s income for that year as deposited in the Club’s business checking account, except with the express approval of at least 2/3 of the Board of Directors to withdraw funds from other WIYC accounts.  Any checks for $2,000 or less shall require one (1) authorized signatures. Any checks for more than $2,000 shall require two (2) authorized signatures.  The four Officers of the Club at any time shall be the only authorized signers of checks.  The Secretary-Treasurer shall be the custodian of the Articles of Incorporation, By-Laws and the minutes of all meetings of voting Members and the Board.  The Secretary-Treasurer shall act as Secretary-Treasurer of the Board and keep minutes of Directors’ meetings and the proceedings taken thereat.  The Secretary-Treasurer shall prepare and provide by first class mail or e-mail to all voting Members at least ten (10) days prior to the annual meeting of voting Members a report on the financial condition for the Club showing assets and liabilities of the Club as of the last day of the Club’s preceding fiscal year and all receipts and disbursements during such fiscal year.  Such financial report shall be prepared in accordance with generally accepted accounting principles consistently applied.  Copies of such financial report shall be filed with the records of the Club.  The Secretary-Treasurer shall prepare and submit to the Board such interim financial reports as the Board may require.  The Secretary-Treasurer shall be responsible for the rendering of all statements for accounts receivable, Dues and Assessments.  The Secretary-Treasurer shall be bonded by the Club in an amount agreed upon from time to time by the Board.  The expense of the bond shall be borne by the Club.

 

Section 6.4       Remove from Office:  Any Officer or Director may be removed from office for conduct unbecoming an Officer or Director of the Club by two-thirds vote of the Board of Directors. No such action shall be taken, or notice of action given unless a complaint in writing, stating the grounds therefore and signed by the complaining Member, shall be filed with the Secretary-Treasurer.

 

Section 6.5       Successors:      If any Officer dies, is removed from office, resigns, or is unable to act as an Officer, a majority of the Board shall appoint a successor to fill the office for the unexpired term.

 

Section 6.6       Salaries:  No Officer or Director of the Club shall receive a salary or other compensation.

 

ARTICLE VII

DIRECTORS

 

Section 7.1       Number of Directors:  There shall be a Board of twelve (12) Directors consisting of the four (4) Officers of the Club, seven (7) elected Directors and the immediate past Commodore, if available and willing to serve or in the event the immediate past Commodore is not available or willing to serve, then the next available past Commodore.

 

Section 7.2       Election and Terms of Office:  The elected Directors of the Club shall be elected by the Regular Members at the annual meeting of Members as provided in Article V hereof.  Each Director shall serve for a term commencing on October 1 in the year of election.  Elected Directors shall be classified with respect to the time for which they shall hold office by dividing them into three (3) classes, so that the three (3) classes consist of, as nearly possible, an equal number of Directors.  Initially, Directors of the first class shall hold office for an initial term of one (1) year, Directors of the second class for an initial term of two (2) years and Directors of the third class for an initial term of three (3) years.  At the close of each annual meeting of this corporation, the successors to the classes of directors who terms expire that year shall commence to hold office for a term of three (3) years, or until their successors have been elected and qualified.  In the event of an increase in the number of Directors, the remaining Directors shall assign the newly created directorship(s) to the appropriate class or classes so that the three (3) classes shall continue to consist of, as nearly as possible, an equal number of directors.  There shall be no limit on the number of terms any Officer or Director may serve.

 

Section 7.3       Duties:  The Board shall be the governing body of the Club and shall have the complete control of the affairs thereof, including, but not being limited to (and the inclusion of specific powers herein shall not be construed as a limitation thereof but shall be considered as an addition to all powers, general and specific, granted herein or under the laws of the State of Wisconsin), incurring, approving, compromising and ratifying all expenditures, obligations, liens, claims and payments, and granting leaves of absence, suspending or forfeiting memberships for delinquencies and settling and compromising any such delinquencies and granting membership reinstatements.  However, major expenditures in excess of five thousand dollars ($5,000) per year and undertakings requiring the payment of any Assessments by Members shall not be authorized except after the approval by a majority of the Regular Members voting at any meeting of Members called for the purpose of approving such Capital Expenditure and Assessment Report as herein provided. 

 

Section 7.4       Meetings:  The Directors shall hold at least two regular meetings each year.  The first such meeting shall be held immediately following the annual meeting of voting Members and the second such meeting (the “Planning Meeting”) shall be held on the Saturday in October immediately preceding the “Columbus Day” national holiday, or such other date as the Board shall establish.  Special meetings of the Board may be called by the Commodore or any two Directors at any time upon at least five (5) days prior notice to the Directors of such meetings.  Such special meetings shall be called and held as often as may be required for the Board to perform its duties and to properly conduct the affairs of the Club.

 

Section 7.5       Quorum:  Seven (7) Directors shall constitute a quorum.  The Commodore, or in his or her absence the Vice-Commodore of Sail and Water Sports, or in the absence of the Commodore and the Vice-Commodore of Sail and Water Sports the Vice-Commodore Power shall preside at meetings of the Directors and the Secretary-Treasurer of the Club shall act as Secretary-Treasurer of the Board.  In the absence of the Secretary-Treasurer, the presiding Officer shall appoint a temporary Secretary-Treasurer for the meeting.

 

 

ARTICLE VIII

MEETINGS

 

Section 8.1       Annual Meetings:  The annual meeting of the Club, at which every Regular Member is eligible to vote (herein sometimes referred to as “voting Members”) and is urged to attend and participate, shall be held on the third Saturday in August, or such other day in July, August, September or October of each year as the Board shall determine and include in the notice to voting Members of the annual meeting and at such time and place as the Board shall determine and set forth in the notice of meeting.

 

Section 8.2       Special meetings:  Special meetings may be called by the Board or the Commodore on any date and at such time and place as the Board or the Commodore calling such special meeting shall determine.

 

Section 8.3       Time and Place:  Notice of each annual and special meeting specifying the time and place of such meeting shall be given to by first class mail to all voting Members by the Secretary-Treasurer at least ten (10) days prior to the annual meeting and at least five (5) days prior to any special meeting; provided that such notice may be given by e-mail (in lieu of first class mail) to those voting Members for whom the Secretary-Treasurer has on file a current, active e-mail address that has been provided by the voting Member.  The Secretary-Treasurer shall keep a record of all notices given by mail or e-mail including a list of the voting Members and e-mail and other addresses to whom such notices were sent. The report shall be filed with the minutes of the annual or special meeting for which such notice was given.  In other Sections hereof when notices and other communications may be provided by first class mail or e-mail, the use of e-mail shall be limited to those Members who have provided an e-mail address which has not been withdrawn.

 

Section 8.4       Quorum:  Ten percent (10%) of the voting Members shall constitute a quorum for annual and special meetings.

 

Section 8.5       Voting Rights:  Each Regular Member shall be entitled to one vote on each matter submitted to a vote at the annual or any special meeting.

 

Section 8.6       Annual Meeting Agenda:

 

a)      Roll call of Officers and Members

b)      Reading of minutes of previous meeting

c)      Report of Commodore

d)     Report of Secretary-Treasurer

e)      Reports of committees, including Nominating Committee

f)       Approval of any proposed assessments.

g)      Review of to-date financial results and projections for the current year

h)      Unfinished business

i)        New business

j)        Suggestions for the good of the Club

k)      Election of Officers and Directors

l)        Adjournment

 

Roberts Rules of Order shall govern on all points not covered by these By-Laws.

 

Section 8.7       Meetings by Conference Call and Consent in Lieu of Meetings.  The Board of Directors or any committee may hold meetings by conference call and may take action by written consent in lieu of meeting; provided that, in the case of actions taken without a meeting,  the written consent document shall be sent to all directors or applicable committee members by first class mail or e-mail with a specified time limit for response (which must be at least ten (10) days from the date sent), and at least two-thirds (2/3) of the entire Board or applicable committee shall have approved the action by  executing and returning the written consent document to the Secretary-Treasurer of the Club by the specified date for response.

 

 

 

ARTICLE IX

FLAGS AND SIGNALS

 

Section 9.1       Club Flag:       The Club flag shall be as described on Exhibit A to these By-Laws.

 

Section 9.2       Members Flags:  Private flags may be adopted by Members and registered with the Secretary-Treasurer.

 

ARTICLE X

COMMITTEES

 

Section 10.1     Appointment:  There shall be the following committees appointed as provided elsewhere in these By-Laws:  Membership Committee (provided that unless otherwise required by the Board any two officers of the Club who are available to promptly act on an application for membership shall constitute the Membership Committee), Nominating Committee, Finance Committee and Activities Committee.  The Vice-Commodore of Power and the Vice-Commodore of Sail and Water Sports shall appoint special committees as described in Section 6.3.  The Commodore shall appoint such committees in addition to those previously described as he or she shall determine to be necessary or appropriate to carry out the purposes of the Club.  Members of any committee may be removed or additional Members may be appointed to any committee by the Officer of the Club having the responsibility for the appointment and supervision of such committee.

 

Section 10.2     Qualification:  All committee Members must be Members of the Club.

 

ARTICLE XI

DEBTS AND OBLIGATIONS

 

Section 11.1     Board of Directors:  No loans shall be contracted on behalf of the Club and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board.  Such authority may be general or confined to specific instances.

 

Section 11.2     No Authority:  No Officer, Director or Member acting as an individual shall have any authority to incur any obligation for the Club or to obligate the Club to pay any sum of money.

 

ARTICLE XII

DISSOLUTION

 

The assets of the Club in the process of dissolution shall be applied and distributed as follows:

 

a)      All liabilities and obligations of the Club shall be paid, satisfied and discharged, or adequate provision shall be made therefore.

 

b)      Assets held by the Club upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.

 

c)      All remaining assets, including those received and held by the Club subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, education or similar purposes, but not held upon a condition requiring a return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic corporations, societies or organizations engaged in activities beneficial to the community of Washington Island, Wisconsin.  This shall be done in accordance with all laws applicable to tax exempt organizations.

 

 

 

ARTICLE XIII

INDEMNIFICATION

 

The Club shall indemnify any Director or Officer, or former Director or Officer of the Club against reasonable expenses, including attorney’s fees, actually and necessarily incurred by him or her in connection with the defense of any civil, criminal or administrative action, suit or proceeding in which he or she is made a party or with which he or she is threatened by reason of being or having been or because of any act as such Director or Officer, within the course of his or her duties, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his or her duties.  The Club may also reimburse any Director or Officer for the reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of a committee composed of the Directors nor involved in the matter in controversy (whether or not a quorum) that it was in the interests of the Club that such settlement be made and that such Director or Officer was not guilty of gross negligence or willful misconduct.  The right of indemnification herein provided shall extend to the estate, executor, administrator, guardian and conservator of any deceased or former Director or Officer or person who himself or herself would have been entitled to indemnification.  Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such Director or Officer may be entitled under any statute, agreement, vote of shareholders, or otherwise.

 

 

ARTICLE XIV

AMENDMENTS

 

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted, if a majority of the Members of the Board shall recommended such alteration, by one of the two following procedures:

 

a)      By the affirmative vote of a majority of all Regular Members present and entitled to vote at any annual or special meeting, if a notice setting forth the terms of the proposal has been given in accordance with the notice requirements for such regular or special meeting of voting Members, with the recommended language of the alteration, amendment or repeal accompanying the notice of meeting to all voting Members.

 

b)      By the affirmative action of Regular Members in a written ballot procedure, wherein all Regular Members are asked to indicate their approval or disapproval of the recommended language of the alteration, amendment or repeal.  All Regular Members will be supplied by first class mail or e-mail with such recommended language and a ballot at least twenty (20) days before the due date of the completed ballot.  Affirmative action is defined as approval of such language by the majority of Regular Members returning their completed ballot on or before the due date, with at least ten percent (10%) of the Regular Members having responded.

 

ARTICLE XV

FISCAL YEAR

 

The fiscal year of the Club shall begin on the first day of January in each year.

 

 

ARTICLE XVI

NOTICES

 

All notices and other communications to any Members or Directors of the Club required by these By-Laws shall be deemed to have been duly given when delivered in person or by e-mail, or on the third (3rd) day after being sent by first class United States mail, postage prepaid, to the street address or e-mail address of such Members or Directors as shown by the records of the Club maintained by the Secretary-Treasurer.  In the case of Members or Directors who have not provided a currently active e-mail address, the Secretary-Treasurer shall use the address of the primary legal residence of each Member or Director as such Member’s or Director’s address for purposes of all notices and communications hereunder, until notified in writing by such Member or Director of a seasonal change.  If any Member or Director wishes to receive notices by e-mail or at an address other than his or her primary legal residence address as shown on the records of the Club, such Member or Director shall file a written instrument with the Secretary-Treasurer specifying the street address or e-mail address to which notices are to be sent.  All Members shall promptly notify the Secretary-Treasurer of any change in his or her primary legal residence address or e-mail address.

 

 

ARTICLE XVII

ADOPTION OF BY-LAWS

 

These By-Laws were originally adopted as and for the By-Laws of Washington Island Yacht Club, Inc., a Wisconsin corporation not for profit and without stock, at the first meeting of the Board designated in the Articles of Incorporation for the Club held on the 2nd day of August, 1984 at Washington Island, Wisconsin, after notice duly given in accordance with the Act; and were subsequently amended and restated by affirmative vote of a majority of all Regular Members present and entitled to vote at special meetings.

 

 

 


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