The purpose of the Club shall be to promote the participation and enjoyment of yachting, both power and sail; to encourage rallys and all other activities related to yachting and contributing to its pleasure or to the promotion of its future; to foster a knowledge of seamanship, water safety and yachting etiquette; to encourage in juniors an active interest in yachting; to maintain attractive Club quarters, grounds, and facilities for the convenience of its members; and to promote sociability among its members, their friends and visiting yachtspersons. For the purpose of these bylaws, member of a particular class of membership is defmed to be the person and domestic partner of the person who signed the membership application or who was transferred from another class of membership. Such members enjoy the defined privileges of the membership class to which they belong.
Section 1. Membership of the Club shall consist of the following classes: Life, Regular, Junior, Non Resident, and Demit. Upon the death of a member, or spouse, or domestic partner, the surviving party shall continue to enjoy all the privileges of their membership class. Upon divorce or separation of the parties in a membership class, each party shall continue the privileges of membership of that class of membership until the end of the current term of membership. At such time each party must apply for membership and pay dues required for the class of membership for which the application is made or drop from membership. No initiation fees will be required.
Section 2. Any person of the age of Twenty one years or more of good moral character shall be eligible for regular membership. Any regular member, or their spouse, or domestic partner, (subject to further provision of the bylaws) may hold office and serve on any committee and shall be entitled to enjoy all the privileges of the Club.
Section 3. Any person of lawful age and of good moral character whose residence and principle place of business is more than two hundred miles from the Club house shall be eligible for non-resident membership. No non-resident member shall be eligible for any office in the Club, or for any standing committee, or be entitled to vote. Subject to the foregoing limitations, non-resident members shall be entitled to enjoy all privileges of regular members. Except as to persons who are presently non-resident members as of the effective date of these by-laws, a person who establishes residence, temporary or otherwise. within 50 miles of Coloma, Michigan, during the months of July andl or August for a period in excess of 30 days shall not be eligible for non-resident membership.
Section 4. Any person of good moral character and under twenty-one years of age shall be eligible for junior membership. No junior membership shall be eligible for any Club office or for any standing committees or be entitled to vote. The junior member may not bring guests into the Club or be in the Club house after such hours as specified by the Board of Directors unless accompanied by parents or sponsor.
A junior membership shall terminate at the end of the calendar year during which such member attains the age of twenty years. A junior member who has been in good standing for three consecutive years immediately preceding application for regular membership may become a regular member without the payment of an initiation or transfer fee as and when the Board of Directors shall approve the application for regular membership; provided such application, in the prescribed form, shall have been filed with the Club prior to the termination of the person’s junior membership.
Section 5. No life memberships may be sold by the Club. All past Commodores, who are members in good standing upon reaching the age of sixty five shall be appointed to life membership, which shall be non-transferable other than to the person who was the spouse of the past commodore during the term of office. Life members shall have the same rights and privileges as regular members and be subject to all the provisions of the by-laws, except that in the case of persons who served as commodore before August 31, 1980, they shall be exempt from the payment of annual dues. Past commodores whose term of office commenced after August 31, 1980 shall pay one half of the then prevailing dues upon reaching the age of sixty five. Any surviving spouse inheriting the right of the past commodore’s life membership upon reaching the age of sixty five (65) shall retain that rights provided such person has remained unmarried and was the spouse of the commodore at the time the past commodore served.
Application for Election to Membership
Section 6. Any person desiring to become a regular, junior or non-resident member of the Club shall make a written application for such membership in such for as the Board of Directors may prescribe, which shall be signed by the applicant, by the regular member who proposed and endorsed the candidate and by one other regular member in good standing who shall be unrelated to the proposed or applicant. In addition, each prospective member candidate shall be introduced to at least one member of the Board who shall acknowledge the same on the application form.
Notice of election by the Board of Directors or transfer shall be mailed by the Secretary to each person elected to membership, or transferred to another class of membership, with a statement of any balance of the initiation or transfer fee and dues then payable. Payment of such amount shall be considered acceptance of such membership and an agreement to be bound by the by-laws and rules of the Club from time to time in force. Failure to make payment within thirty (30) days after the mailing of such notice shall render such election void.
Section 7. Members wishing to withdraw from the Club may do so by filing a written resignation with the Secretaiy, to be presented and voted on at the next Board of Directors meeting; provided that all of such member’s obligations to the Club be first discharged, including the dues for the entire calendar year in which the resignation is tendered, provided, however, that in the case of resignations tendered before June 1st, in any calendar year, the Board, in its discretion’, may accept the same as of the immediately preceding December 31st, and the resigning member in such case shall not be required to pay dues for the succeeding calendar year.
Upon filing such a resignation, the member must deliver to the Secretary all Club keys, and any Club property that may be in the member’s possession. All property rights in the Club cease with the member’s resignation.
Section 8. Any person who has ceased to be a member and who is not indebted to the Club, at any time thereafter upon written application, may be reinstated by the Board of Directors, upon payment of 50% of the initiation fee applicable to the particular membership class provided that such application for reinstatement shall be acted upon by the Board in the same manner as a new membership.
Section 9. A regular member living within 200 miles of the Club and who, for personal reasons, will be unable to participate in the Club for a period not exceeding four years, who wishes to remain a member may apply for a demit. A demit may be granted at the discretion of the Board of Directors upon payment of a specified annual fee. Use of the Club facilities and issuance of membership card will be suspended during the demit period. A member carrying a demit may be reinstated as a regular member at the discretion of the Board without re-applying for membership.
Section 10. The Board of Directors, on its own motion, or on written complaint of any member filed with it, may cite any member to appear before it to answer any charge of conduct injurious to the order, peace, interest or welfare of the Club or at variance with its objects, by-laws, or rules.
In any such case, the Secretary, at the direction of the Board, shall notify in writing the member so cited of the charge pending and give the individual notice to appear before the Board to answer thereto.
The investigation of such charges shall be conducted in such a manner as the Board shall see fit. If, upon inquiry and hearing, the Board shall be satisfied the cited member is guilty of the charge brought against the accused, it may censure or suspend the accused, or, if in its judgment the interests of the Club demand such action, it may ask the person to resign or may expel the person and thereby terminate the membership. The Board shall be the sole judge of what constitutes conduct injurious to the order, peace, interest or welfare of the Club, or at variance with its objects, by-laws or rules, and shall be the sole-
judge of the sufficiency of the evidence by which such conduct is shown. A two- thirds vote of the Board shall be necessary to expel a member. Notice of expulsion shall be posted on the Club bulletin board for fifteen days.
Section 11. Only regular members shall have any right or interest in Club property. Termination of membership by resignation, death, expulsion, non-payment of dues and assessments, or otherwise, shall operate as a release of all rights, title and interest in Club property and assets.
Section 12. Only regular members shall have seniority as to Club property and assets. Seniority shall begin at the date of election to or transfer to regular membership, and shall cease upon termination of regular membership for any reason whatsoever. In the event that a person whose regular membership has terminated is reinstated, re-elected or transferred to regular membership, seniority shall date from the time of such reinstatement, re-election or transfer, except that the member shall receive such member former seniority upon paying all charges and dues for the period during which the person was not a regular member as though such person had been a regular member during such period, plus the reinstatement fee.
Section 13. The Board of Directors from time to time may admit to the privileges of the Club persons active in the political or civic life of the State of Michigan or the United States, visiting yachtsmen from other recognized yacht clubs, and other persons whose interest or connection with nautical arts may be deemed beneficial to the Club and its purposes.
The privileges of the Club extended to any such persons shall continue only for such period of time as is specified by the Board at the time of extension of such privilege, but in no event shall such a period extend beyond the then current yachting season. The Board may delegate to the Commodore or committee created for that purpose, power to extend the privileges of the Club to such persons and to establish rules and regulations pertaining thereto not inconsistent with the by-laws. No person admitted to the privileges of the Club under this section shall be eligible to vote or hold any Club office.
Privileges of Families of Members
Section 14. The spouse and unmarried sons and daughters of regular members in good standing shall enjoy all privileges of such membership except voting. The spouse of a regular member may hold office in the Club except that the term of such may not be concurrent with any office held by the regular member. Unmarried Sons and daughters of members, residing in the household of the member, shall enjoy the privileges of the Club until reaching the age of 21. Full time students who are sons, daughters or wards of the -
member shall enjoy the privileges of the Club after the age 21 whether single or married, or living at home or away, until the termination of college activity as a full time student. Sons and daughters of regular members may be admitted to membership without the payment of an initiation fee.
FEES AND DELINQUENCIES
Section 1. Each member of any class and each person (except as herein otherwise provided) upon admission as a member of any class or upon transfer from one class to another or upon reinstatement, shall make payment of initiation fees, dues and assessments to the Treasurer in accordance with a fee schedule which shall from time to time be promulgated by the Board of Directors and published on the reverse side of the Club membership application.
Section 2. The Board may compensate any member for services rendered or to be rendered, by the remission of the dues of such member. It may also waive the dues of any member while on full time active duty with the armed forces of the United States.
Section 3. All dues, fees, assessments and penalties, if any, are payable upon receipt of notice from the Club. Such payments are delinquent as of June 1st. of the current year or such other date as the Board may designate by advance written notice to the membership. If such payment is not made within 30 days after said date all rights of entrance upon the Club premises are forfeited, unless the Board shall change the time of payment of such indebtedness.
OFFICERS AND BOARD MEMBERS
Section 1. The officers of the Club to be elected by the members shall be a Commodore, Vice Commodore, Rear Commodore, Secretary and Treasurer. They shall hold office for one year, and until their respective successors are elected and qualified.
Board of Directors
Section 2. The Board of Directors shall be composed of the Commodore, Vice-Commodore, Rear Commodore, Secretary, Treasurer, four other regular members to be elected as hereinafter stated, Judge Advocate and the immediate past commodore. The four elected Directors shall hold office for a term of two (2) years, and until their respective successors are elected and qualified. The terms of office of the four regular members shall be staggered so that two seats are to be elected each year. The first four members shall draw straws to decide which two members will serve for the one year term.
Officers Appointed by the Commodore
Section 3. The Judge Advocate, Fleet Surgeon, Vice Commodore-Power and Vice Commodore-Sail, shall be appointed by the Commodore. They shall bold office during the tenure of the Commodore, but not to exceed the term of office of the Commodore.
DUTIES AND POWERS OF THE OFFICERS AND BOARD OF DIRECTORS
Board of Directors
Section 1. The Board of Directors is vested with the sole power and duty to control and manage all of the affairs and repair, improve and maintain the property of the Club, make all contracts and purchases, provide for any expenditures and promulgate and amend Clubhouse and ground rules and otherwise administer the affairs of the Club in such manner as mat be necessary to carry out its objects and purposes. The Board shall fill vacancies in all offices and shall have sole power to elect new members and to authorize transfer, resignation, and reinstatement of members.
The Board’s powers shall be limited in that it shall have no authority to contract for, acquire or pay for any structural alterations, capital additions or improvements to the Club property requiring an expenditure for which a loan, an assessment or pledge of money is required either in lump sum or in aggregate as to any one proposed project, without in each case securing the approval of at least a majority of the membership at a regular or special meeting.
The Board of Directors shall delegate to the duly elected Officers the authority to expend funds for the purpose of maintaining, replacing or restoring Club property. The maximum expenditure shall be designated by a vote of the Board with approval of at least three fourths of the members of the Board at a duly convened Board meeting. Any expenditure over the authorized maximum amount shall be approved by at least three fourths of the members of the Board at a duly convened Board meeting.
Section 2. The Commodore shall be the chief executive officer of the Club. The Commodore shall command the Club’s squadron, enforce the rules and general provisions respecting the conduct of members and welfare of the Club and shall preside at all meetings of the members and the Board of Directors. The Commodore shall be an ex-officio member of all committees and subject to the approval of the Board, appoint the standing committees and such other committees as the Board may authorize, except as otherwise provided in the by-laws. From time to time, the Commodore may appoint and send delegates to any meeting, convention or regatta. With the Secretary, the Commodore shall sign all written contracts and obligations of the Club which have been first approved by the Board. In the absence of the Secretary or Treasurer, the Commodore may appoint an acting Secretary or Treasurer to transact the business of the Club at that meeting and such appointees shall have the power to vote on the business of the meeting.
Section 3. The Vice Commodore shall perform such duties as from time to time shall be prescribed by the Board of Directors, and, in the absence of the Commodore, shall perform the duties of that office. The Vice Commodore shall be responsible for all operations having to do with the Clubhouse.
Section 4. The Rear Commodore shall perform such duties as from time to time shall be prescribed by the Board of Directors, and, in the absence of the Vice Commodore, shall perform the duties of that office. The Rear Commodore shall be responsible for all operations having to do with the Club grounds and docks.
Section 5. The Secretary shall keep the minutes of the meetings of the Club and the Board of Directors, and such minutes at all reasonable times shall be open to the inspection of the members. The Secretary shall publish a summary to the membership of the action taken by the Board as soon as practicable. The Secretary shall notify applicants of their election to membership, issue notices of all meetings, keep a roll of the members, act as custodian and keeper of all Club records, including records required by Government Agencies and the Club seal, sign with the Commodore all written contracts and obligations which have been approved by the Board and perform such other duties as from time to time may be prescribed by the Board.
Section 6. The Treasurer shall receive and hold all moneys and securities belonging to, or receivable by, the Club and pay them out in such manner as shall be designated by the Board of Directors. The Treasurer shall have charge of the accounting and financial records of the Club. At the annual meeting, the Treasurer shall submit a financial statement of the Club’s operations for the preceding year, and shall perform such other duties as from time to time may be prescribed by the Board. At the expense of the Club, the Treasurer may be required to give a bond with a surety company as surety for the faithful discharge of the duties of the Treasurer.
Section 7. The Judge Advocate shall act as the legal advisor of the Board of Directors and Officers of the Club.
Section 8. The Fleet Surgeon shall be the medical advisor of the Club and shall aide the sick and injured so far as possible and shall institute first aid procedures and periodically check first aid supplies.
Vice Commodores — Power and Sail
Section 9. The Vice Commodore-Power and the Vice Commodore-Sail shall transmit the orders of the Board of Directors with respect to marine events carried on by each.
Section 10. Each director, officer, and committee member or agent of the Club shall be indemnified against all expenses and costs reasonably incurred by that person in connection with any action, suit, or proceeding brought by, on behalf of, or against the Club, to which such person may be made a party by reason of said persons being or having been a director, officer, committee member or agent of the Club or by reason of the person’s conduct in any capacity, except in relation to matters as to which the person shall be finally adjudged therein to have been liable for or guilty of gross or willful negligence or misconduct in the performance of the person’s duties to the Club. In case of settlement of any such action, suit, proceeding or claim before final adjudication as to the director, officer, committee member or agent, the right of indemnification shall exist (except as to amounts paid or payable to the Club pursuant to such settlement) but only to the extent, if any, which the Board of Directors may in such case authorize.
The foregoing rights of indemnification shall not be exclusive of any other rights to which any such director, officer, committee member or agent may be entitled as a matter of law and shall be applicable whether or not the person continues to be a director, officer, committee member or agent when incurring any expenses or costs herein before mentioned. In proper cases a committee composed of the disinterested members of the Board of Directors may exercise the powers hereby conferred upon the Board by majority action of such committee. The term “action”, “suit” or “proceeding” as herein used, shall include both civil and criminal actions, suits, and proceedings. This by-law shall be applicable only to persons who at the time of the adoption of this by-law are directors, officers, committee members or agents of the Club, or who thereafter become directors, officers, committee members, or agents.
Date of Election
Section 1. The annual election of the officers and directors shall be held at the Clubhouse on the day of the Labor Day Brunch, at a time to be announced by the Board of Directors.
Section 2. On or before the June Board Meeting of each year, the Board of Directors shall appoint a Nominations Committee, consisting of five regular members, which will certify to the Secretary a Regular Ticket, on or before 45 days prior to the Labor Day Brunch. The Secretary thereupon shall post the nominations, which shall be known as the Regular Ticket, on the bulletin board in the Clubhouse. If no further nominations are –
made, as provided by Section 3 of this Article, the Secretary, or in the absence of the Secretary an acting Secretary, shall cast one ballot at the annual election for the persons so nominated, and all such members thereupon shall be the duly elected Officers of the Club for the ensuing year, and until their successor are duly elected and qualified.
Section 3. At any time after the reporting date referred to above and no later than 15 days before the Labor Day Brunch, any twenty or more members entitled to vote at the annual election, or their proxies, may file with the Secretary, an Opposition Ticket signed by them, nominating other candidates for the offices to be filled; provided however, that a member may be nominated as a candidate on the Regular and one or more Opposition Tickets. The Secretary shall thereupon notify the Board of Directors and cause to be made known the candidates nominated on such ticket or tickets.
Section 4. At the annual election the members entitled to vote in person, or by proxy, shall vote either for he “Regular” or one of the “Opposition” tickets. Members nominated on the ticket which receives the greatest number of votes thereupon shall be the duly elected Officers of the Club for the ensuing year.
The term of office for all Officers except the Treasurer will begin on the date of the Annual Labor Day Brunch. The term of office for Treasurer will begin on December 31 All Officers shall retain their positions until their successors are duly elected and qualified.
Section 5. Only regular members whose indebtedness to the Club is paid up shall be entitled to vote at any meeting, either in person or by written proxy. There shall be only one vote per membership.
Section 1. Standing committees shall have such powers and duties as may be delegated to them by the by-laws or from time to time by the Board of Directors. All action taken by any committee shall be subject to approval by the Board and no indebtedness may be incurred by a committee unless authorized by the Board.
Section 2. The Sailing Race Committee shall be headed by the Vice Commodore-Sail and shall arrange for and have complete control of and manage all races sailed by or under the auspices of the Club and shall make a detailed report from time to time, and be responsible for the procurement, disposition, and engraving of prizes and trophies pertaining to sailing.
Section 3. The Power Boat Committee shall be headed by the Vice Commodore-Power, which shall be responsible for all power boat marine events and for the procurement disposition and engraving of prizes and trophies pertaining to power boat events. No power boat event shall be permitted which constitutes a speed test or a speed race.
Section 4. The Protest Committee shall hear and determine all protests in connection with all rallys, and its decision shall be final.
Section 5. The Finance Committee shall be comprised of a minimum of three members, one of whom shall be the Club Treasurer. This committee shall operate in close coordination with the Commodore. The financial implications of all major projects shall be reviewed and approved by the Finance Committee before submitting the same for the Board of Directors approval. All financial reports shall be approved by the Finance Committee will make recommendations to the Board on any unusual expenses associated with social or marine events. The Finance Committee should help the Commodore in the preparation of the annual budget.
Section 6. A House Committee shall be appointed to assist the Commodore, Vice Commodore and Rear Commodore in the performance of their duties. it shall becomprised of at least three members. In the absence of the Commodore, Vice Commodore or Rear Commodore, the committee will perform such duties and responsibilities as requested or directed by the flag officers.
Section 7. Any additional committee, deemed necessary for the proper functioning of the Club and not covered in this article may, at the please of the Commodore, be appointed with the approval of the Board of Directors.
Regular Meetings of Members
Section 1. The regular annual meeting of the members of the Club shall be held on the third Saturday of July in each year. At least ten days written notice of each meeting, or any adjournment thereof, shall be mailed by the Secretary to the last known address of members entitled to vote. When members are to vote upon a by-law amendment or other policy question stated in the notice, there shall be mailed with the notice a proxy running to the Secretary, giving the member the opportunity to vote for or against each item to be voted upon. Unless the Board shall have otherwise specified, the regular annual meeting shall be held at the hour of 8:00 PM.
Special Meetings of Members
Section 2. Special meetings of the members may be called by the Commodore, or by a majority of the Board of Directors, at any time, and shall be called upon the written request of fifteen or more members of the Club entitled to vote. The Secretary shall give members entitled to vote thirty days written notice thereof, stating the object of such meeting. No business other than that stated in the call shall be transacted at such special meeting.
Quorums at Meetings of Members
Section 3. At all meetings of the memberships of the Club a quorum shall be a majority of the memberships entitled to vote on the date of sending out the notice of the meeting, represented in person or by proxy. Proxies must contain the recommendations of the Board of Directors for each item to be voted. The proxy shall also state that for new business from the floor the proxy will be voted as the Board of Directors shall direct.
Regular Meetings of the Board of Directors
Section 4. Regular meetings of the Board of Directors shall be held at least once each month during the year except in November through April when they shall be held as requested. Unless the Board of Directors shall have otherwise specified, the regular meetings shall be held at the Club at the hour of 2:00 P .M.
Special Meetings of the Board of Directors
Section 5. Special meetings of the Board of Directors may be called at any time by the Commodore, or upon written request of two or more directors addressed to the Secretary of the Club.
Notice of Meetings of the Board of Directors
Section 6. At least three days notice of all meetings of the Board of Directors shall be given each member thereof.
Quorum of Meetings of the Board of Directors
Section 7. Six members of the Board of Directors shall constitute a quorum.
Section 1. The fiscal year shall commence with the first day of January each year.
ACKNOWLEDGMENT OF THE AUXILIARY
Section 1. All members of the Club are welcome to be members of the Auxiliary. Members of the Auxiliary shall promulgate their own rules and regulations that are consistent with the purposes and By-laws of the Paw Paw Lake Yacht Club.
Section 2. Sunday Rally food sales, the Ship’s Store, and other fundraising are areas of activity which the Board gives responsibility of management and financing to the auxiliary.
Section 3. Member or Designate of the Board of the Paw Paw Lake Yacht Club and of the Auxiliary shall be permitted to sit as liaison to each other’s respective meetings, and the two bodies shall exchange their Board meeting minutes and financial statements.
AMENDMENT TO BY-LAWS
Section 1. An amendment, modification or alteration to the by-laws may originate with the Board of Directors or by a petition signed by ten (10) or more regular members. All amendments must be approved for submission to a vote of the memberships by a majority vote of the Board, provided that ten (10) days notice of such amendment is given to each Board member.
Section 2. in order to become effective, an approved amendment must receive a majority vote of the regular members either in person or by written proxy at any regular or special meeting. Members must be given at least thirty (30) days notice of any such meeting and such notice must state the proposed amendment in full.
Section 3. In the event a proposed amendment, submitted by petition, as staed in Section 1 of this article, does not receive Board approval, it may nonetheless be submitted to the regular members at a regular or special meeting for approval, upon written request made to the Secretary. Amendments proposed under this section must receive a majority of the regular members eligible to vote either in person or by proxy at such a meeting. Notice of the meeting must be given as stated in Section 2 of the Article and must show the proposed amendment was not approved by the Board of Directors.
These By-Laws were amended July 15, 2006 at the Annual Meeting of the Paw
Paw Lake Yacht Club as witnessed by us