WOODMERE BAY YACHT CLUB, INC.
I NAME & OBJECTIVES
VI NOMINATIONS FOR OFFICERS & THE BOARD
VII MEMBERSHIP & VOTING
VIII MISCONDUCT & DISCIPLINE
IX PROPOSALS, CHANGES & TERMINATIONS OF MEMBERSHIP
X MEMBERSHIP MEETINGS
XII PROPERTY & ASSETS
XIII FEES, DUES, ASSESSMENTS & SUBVENTION CERTIFICATE
XV THE SUBVENTION CERTIFICATE
XVII AMENDMENT OF BY-LAWS
XIX ORDER OF BUSINESS
NAME AND OBJECTIVES
The name of the Club is "Woodmere Bay Yacht Club, Inc." Its objectives are to encourage the sport of yachting, to maintain a suitable clubhouse, marina and anchorage, and to provide social recreation related to yachting and boating.
Yacht: A yacht, for the purpose of these By-Laws, is a vessel propelled by sail or power or both, and as further defined from time to time by the Board.
Fiscal Year: The Fiscal year shall run from November l, of each year, to October 31, of the following year.
Board: The Board shall mean the Board of Trustees of the Club.
Regular Member of the Board: A Regular Member of the Board shall be a member of the Board who is not an officer and has been elected for a two (2) year term, including the most immediately available preceding Commodore who is a Regular Member of the Club.
Carry-over Member of the Board: A Carry-over Member of the Board shall be a Member of the Board who has been elected to serve the second year of a two (2) year term.
Substitute Member of the Board: A Substitute Member of the Board shall be a member of the Board who has been appointed to fill a vacancy on the Board, serving in such capacity until the next Annual Membership meeting. (Ref: Article IV, Sec 7)
a) A Family shall be deemed to consist of a husband, and/or a wife, and any children who qualify as junior members as here-inafter defined.
b) At time of application, that family shall in writing elect legal ownership of the Subvention Certificate, which shall reside in either individual or both, at their election.
c) Upon termination of membership by resignation, the family and all members thereof shall immediately cease to be members.
d) Resignation by a family shall be in writing signed by the legal owner(s) of the Subvention Certificate; in the case of joint ownership, either owner of the Subvention Certificate has the right to resign. If one co-owner wishes to remain a member, he or she may do so by surrendering the Subvention Certificate and receiving a credit of one-half (1/2) the value thereof towards the purchase of a new Certificate.
e) Upon divorce, only the stated owner of the Subvention Certificate will be deemed to be the member with all the rights appertaining thereto.
f) After divorce, death, or resignation, the spouse who does not own the Subvention Certificate shall have the right to, upon the purchase of a Subvention Certificate, become a member with all the rights appertaining thereto, provided such wish is made known within one (1) year from the entry of a final decree and judgment of divorce, death or resignation.
g) Each family shall be entitled to cast one (1) ballot as prescribed by the By-Laws.
h) Only one (1) member of a family shall be entitled to be an officer or trustee at the same time.
Mail: The term "mail" as used in these By-Laws shall include email and / or any other form of communication of which the Board approves.
Section 1: Officers
The officers of the Club shall be a Commodore, a Vice Commodore, a Rear Commodore, a Secretary, a Treasurer, all of whom shall be elected annually, a Fleet Captain and a Fleet Surgeon. The Commodore, Vice Commodore and Rear Commodore shall be known as Flag Officers. Officers shall be Regular Members of the Club who are yacht owners at the time of their election or appointment. No person shall hold the same Flag Office for more than two (2) years in succession.
Section 2: Commodore
The Commodore shall preside at all meetings at which the Commodore is present. In accordance with Article V, Section 3 hereof, the Commodore shall appoint the Chairman of all Committees, except the Nominating Committee and the Membership Committee. The Commodore shall be the Chief Executive Officer of the Club and shall exercise the functions usual or incidental to the office.
Section 3: Vice-Commodore
The Vice Commodore shall, in the absence or disability of the Commodore, perform the duties and exercise the powers of the Commodore. The Vice Commodore shall assist the Commodore in the discharge of the Commodore's duties.
Section 4: Rear Commodore
The Rear Commodore shall, in the absence or disability of the Commodore and Vice Commodore, perform the duties and exercise the powers of the Commodore. The Rear Commodore shall assist the Commodore and Vice Commodore in the discharge of their duties.
Section 5: Treasurer
The Treasurer shall have custody of Club funds and shall deposit same in a bank or banks approved by the Board, except such funds as the Board may entrust to another person. The Treasurer shall collect moneys due to, and make all payments on behalf of, the Club. The Treasurer shall keep a record of all such receipts and disbursements in a book of accounts of which the Treasurer shall have custody. The Treasurer shall prepare a written report of the Club's finances for presentation by the Board at the Annual Membership Meeting. The Treasurer may, with the approval of the Board, appoint an Assistant, who need not be a member of the Club, to act under the Treasurer's directions. The Treasurer shall perform such other duties as are usual or incidental to the office. In the absence or disability of the Treasurer, the Commodore shall, with the approval of the Board, designate a regular member of the Club to perform the duties of the Treasurer.
Section 6: Secretary
The Secretary shall have custody of all Club documents except the book of accounts. The Secretary shall record the minutes of all meetings, maintain a record of all Club proceedings, maintain an up-to-date set of the By-Laws of the Club, keep membership and committee lists, give all notices and perform such other duties as are usual and incidental to the office. In the absence or disability of the Secretary, the Commodore shall, with the approval of the Board, designate a regular member of the Club to perform the duties of the Secretary.
Section 7: Fleet Captain
The Fleet Captain shall be appointed by the Commodore with the approval of the Board. The Fleet Captain shall be responsible for the measuring of all yachts in connection with the issuance of Measurement Certificates, shall maintain the records of such Measurement Certificates, and shall perform such other executive functions as the Commodore may direct.
Section 8: Fleet Surgeon
The Fleet Surgeon shall be appointed by the Commodore with the approval of the Board. The Fleet Surgeon shall be responsible for the first-aid education of the members, for the first-aid equipment of the Club and its maintenance, and for the inspection and recommendation of the first-aid equipment of members' vessels, and shall be available for emergency medical treatment at the Club or on board vessels at such times as the Fleet Surgeon is either at the Club or with the Fleet.
Section 1: Board
The Board shall be made up of only Regular Members of the Club who have paid at least 50% of their subvention certificate. It shall have eleven (11) members consisting of the five (5) officers of the Club (excluding Fleet Captain and Fleet Surgeon), and six (6) Regular Members of the Board including the most immediately available preceding Commodore who is a Regular Member of the Club. Only one (1) member of a family shall be an Officer or Trustee at the same time.
Section 2: Meetings
Regular meeting of the Board shall be held once a month on such day as the Board may determine. Special meetings shall be called at the direction of the Commodore, or any two (2) other Officers, or any three (3) Members of the Board.
Section 3: Quorum, Voting and Adjournment
Seven (7) Members of the Board shall constitute a quorum for the transaction of business. The vote of the majority of the Board voting shall be the action of the Board. A majority of the Members of the Board present, whether or not a quorum is present, may adjourn any meeting to another time and place. The Secretary shall give notice by mail or telephone of the adjourned meeting at least twenty four (24) hours prior thereto. Board members must be present to vote.
Section 4: Notice
The Secretary shall give notice of each meeting of the Board by mail or telephone not less than seven (7) days before a regular meeting, and not less than twenty-four (24) hours before a special meeting.
Section 5: Duties
a) It shall be the duty of the Board to carry out the objects and purposes of the Club. It shall have entire authority in the management of the affairs and finances of the Club, except as otherwise provided in these By-Laws, and shall have general control of all its property.
b) The Board shall make such rules as it deems proper respecting the use of the Club House, its grounds and facilities, prescribe rules of the admission of non-members, fix penalties for offenses against the rules, and make rules as may be required for its own governance and the governance of the Committees.
c) All appropriations of the funds of the Club shall be made by the Board. It shall prepare an annual budget for each fiscal year and inform the membership of such budget not later than March l, of such year.
d) As hereinafter provided, the Board shall elect to membership in the Club such candidates as it considers desirable.
e) The Board shall not permit the sale of alcoholic beverages directly, by the drink, or over-the-counter on Club premises.
Section 6: Special Savings Fund for Redemption of Subvention Certificates
The Board shall set up and maintain a Savings Fund in which shall be deposited all payments made by new members for the purchase of their subvention certificates. Moneys in this fund shall be used for the sole purpose of redeeming subvention certificates of resigned or deceased members. The Board may not put any member who owes any dues, fees, assessments, etc., on the list for redemption of their bond.
Section 7: Vacancies
Vacancies occurring in the membership of the Board between Annual Membership Meetings shall be filled as follows:
a) with the approval of the Board, the Commodore shall appoint a Regular Member of the Club to serve as a substitute Member of the Board until the next Annual Membership Meeting;
b) vacancies in any officerships shall be filled by the Board from among the Regular Members of the Club.
Section 1: Standing Committees
The Standing Committee shall be Membership, House, Race, Marina, Pool, Grounds, Entertainment, Finance, By-laws and Rules and Long Range Planning.
Section 2: Other Committees
Subject to approval of the Board, the Commodore may, from time to time, create and prescribe the duties of other Committees.
Section 3: Chairman of Committees
The Chairman of each Committee shall be appointed by the Commodore with the approval of the Board, except that the Chairman of the Membership Committee and the Nominating Committee shall be the most immediately available preceding Commodore who is a Regular Member of the Club. Each Committee, inclusive of its Chairman, shall consist of three (3) or more members of the Club. The Chairman of each Committee, except the Nominating Committee, shall appoint the members of such Committee with the approval of the Board.
Section 4: Functions of the Standing Committees
a) The Membership Committee shall investigate all proposals for membership and shall report thereon to the Board with its recommendations as to approval or disapproval of each such proposal.
b) The House Committee shall have general supervision of the Club House, its management and operation. It shall supervise the Club steward and other employees of the Club.
c) The Race Committee shall be responsible for the scheduling, direction and control of all races. As required, it shall appoint a Protest Committee whose decision on all disputes shall be final and shall be based on the rules of the United States Yacht Racing Union. The Race Committee shall keep records of all races with appropriate detail.
d) The Pool Committee shall have general supervision of the swimming pool and the pool area. It shall maintain all pool equipment and furniture and hire and supervise all personnel employed by the Club specifically relating to maintenance and use of the pool.
e) The Marina Committee shall have general supervision of the marina, its equipment, maintenance and operation, and shall assign slips. This Committee shall also have general supervision of all moorings and tackle and full charge of the maintenance and operation thereof.
f) The Grounds Committee shall have supervision of the Club grounds, equipment related thereto, and of the maintenance and operation thereof, including control and supervision of dry sailing and small boat storage facilities.
g) The Entertainment Committee shall arrange and supervise entertainment and social events.
h) The Finance Committee shall periodically review the finances of the Club and shall make recommendations to the Board for any changes in the schedules of dues, initiation fees, or subvention certificates or the levying of assessments that it may deem advisable. It shall review the proposed budget for the Club as well as any other major financial matters, and shall make recommendations to the Board concerning same as it deems advisable.
Subject to the approval of the Board, each Committee shall set fees for the services or the use of facilities under its jurisdiction.
Section 5: Removal of Committee Members
The Commodore shall have the power with the approval of the Board to remove the Chairman and any member of any Committee except the Chairman or any member of the Nominating Committee, or the Chairman of the Membership Committee.
Section 6: Nominating Committee
In addition to the foregoing Standing and other Committees, the Club shall have a Nominating Committee which shall consist of five (5) Regular Members of the Club, including the two (2) most immediately preceding Commodores who are Regular Members of the Club and three (3) Regular non-Board members of the Club who shall be elected by the general membership at a Membership Meeting to be held in May of each year, the notice whereof shall state that the Nominating Committee will be elected thereat. At such meeting not less then six (6) nominations for the Nominating Committee shall be entertained from the floor. Voting shall be by secret ballot. The three (3) candidates receiving the greatest number of votes shall be deemed elected to the Nominating Committee. The Chairman of the Nominating Committee shall be the most immediately available preceding Commodore who is a Regular Member of the Club.
NOMINATIONS FOR OFFICERS AND THE BOARD
Section 1: Regular Nominations
The Nominating Committee shall nominate for election at the next Annual Membership Meeting any one (1) Regular Member of the Club in good standing for each elective office enumerated in Article III, Section 1. The Nominating Committee shall also nominate one (1) Regular Member for each membership on the Board to be filled at the next Annual Membership Meeting, specifying whether such nomination is for a Regular or Carry-over Board membership. All the preceding nominations shall be designated "Nominations," shall be made in writing and shall be signed by at least a majority of the Nominating Committee. No member of the Nominating Committee shall be nominated for a Flag Office. Nominations for Board Members and Officers shall be filed with the Secretary not less than five (5) weeks before the date of the next Annual Membership Meeting. The Secretary shall post the names of such nominees on the Club's bulletin board and shall mail a copy of such nominations to each member of the Club. Such posting and mailing by the Secretary shall be effected not less than twenty (20) days before the date of the next Annual Membership Meeting.
Section 2: Independent Nominations
Independent nominations for any elective office enumerated in Article III, Section f, and for any Board Member to be elected at the next Annual Membership Meeting shall specify for what office such nomination is made and, if for a Board Member, whether such nomination is for a Regular or Carry-over Member. Nominations must be in writing and signed by at least ten (10) Regular Members of the Club. Each nomination must be filed with the Secretary not less than fifteen (15) days before the date of the next Annual Membership Meeting. The Secretary shall post the names of the independent nominees on the club's bulletin board and shall mail a copy of such nominations to each member of the Club. Such posting and mailing by the Secretary shall be effected not less than ten (10) days before the date of the next Annual Membership Meeting.
Section 3: Conditions
Except as provided in Section 4 immediately following below, no candidate shall be eligible for election at an Annual Membership Meeting unless that candidate shall have filed with the Secretary of the Club at the time of that nomination a written consent to acceptance of the position to which the members shall have been nominated.
Section 4: Disability of Nominee
In the event of the death or other disability of a nominee, the Nominating Committee shall forthwith nominate a substitute candidate and file the substitute nominee's name with the Secretary. The Secretary shall immediately post such name on the Club's bulletin board and (time permitting) mail the name of the substitute nominee to the membership of the Club.
MEMBERSHIP & VOTING
Section 1: Classification of Memberships
The membership of the Club shall consist of the following classes: Regular; Introductory; Special Introductory; Annual Privilege (Legacy); Annual Privilege (Non-Legacy); Associate; Special; Honorary; Non-Resident; Life; Junior and Social. The Board may limit from time to time the maximum number of members of each such class.
Section 2: Eligibility for Membership
The following shall be eligible for membership in the Club, subject to the classification contained within this Article:
a) Unmarried individuals over the age of 21, who are yacht owners.
b) Families, as hereinbefore defined, who are yacht owners.
Section 3: Regular Members
Regular Members shall be restricted to unmarried individuals twenty-one (21) years of age or older, or families. Regular members shall enjoy all the privileges of the Club. Only Regular Members who have paid at least 50% of their subvention certificate shall have the right to vote or hold elective office.
Section 4: Introductory and Special Introductory Members
a) Introductory Members shall be restricted to unmarried individuals 21 years of age or older, or families. They shall enjoy all the privileges of the Club but shall not have the right to vote or hold elective office. Such membership shall terminate on October 31, of the year in which it was started. Proposals for Introductory Membership shall be subject to the requirements of Article IX, Sections 1 and 2.
b) If the Introductory Member is between the ages of twenty-one (21) and thirty-five (35) years of age, and owns a yacht twenty-seven (27) feet or less, he or she is eligible to be a Special Introductory Member. They shall enjoy all the privileges of the Club but shall not have the right to vote or hold elective office. Such membership shall terminate on October 31, of the year in which it was started. Proposals for Special Introductory Membership shall be subject to the requirements of Article IX, Sections 1 and 2.
c) Introductory Members and Special Introductory Members shall be subject to all other provisions of the By-Laws which may apply.
Section 5: Annual Privilege Members
a) Annual Privilege (Legacy) Members shall be restricted to the children of regular members provided such child is between the ages of twenty-one (21) and thirty-five (35) years. Annual Privilege Members shall enjoy all the privileges of the Club, except the right to hold office or vote.
b) Annual Privilege (Non-Legacy) Members shall be restricted to unmarried individuals or families between the ages of twenty-one (21) and thirty-five (35) years who own a yacht of twenty-seven (27) feet or less. They shall enjoy all the privileges of the Club except the right to hold elective office or vote.
c) Notwithstanding the forgoing, Annual Privilege Members shall have the right to vote on any assessment levied pursuant to Article 13, Section 4. Their percentage vote shall be weighted at the same percentage that they pay their dues.
Section 6: Associate Members
Associate Members shall be restricted to the following:
a) Children of any regular or special member, provided
1) such child is between the ages of twenty-one (21) and thirty (30) years;
2) such child does not qualify for Junior Membership: and
3) such child wishes to actively use the Club's facilities or to participate in Club programs.
b) Any unmarried widow or widower of a member who requests Associate Membership.
Associate Members shall enjoy all the privileges of the Club except
a) the right to maintain a yacht at the Club;
b) the right to have the primary use of a second boat maintained by a member at the Club;
c) the right to vote;
d) the right to hold elective office.
Section 7: Special Members
Special Members shall be restricted to unmarried individuals or families who have been regular members for at least (5) five years, and have a fully paid up subvention certificate, and who voluntarily request transfer to Special Membership.
Special Members shall enjoy all the privileges of the club, except they shall have no right to vote, or hold elective office, or to own and operate a boat in the coastal waters within a radius of 150 nautical from the Woodmere Bay Yacht Club.
Notwithstanding the forgoing Special Members shall have the right to vote on any assessment levied pursuant to Article 13, Section 4. Their percentage vote shall be weighted at the same percentage that they pay their dues.
Section 8: Honorary Members
Honorary Members shall be restricted to the following:
a) persons who have made significant contributions to the Club and are no longer members of the Club. They shall be elected in accordance with Article IX, Section 4; or
b) persons who are past Commodores, who are no longer members of the Club, and who request such status and who do not have residence in any of the following counties of New York State; Nassau, Suffolk, Westchester, New York, Kings, Queens, Bronx, and Richmond. In addition, they will not be in the area of the Woodmere Bay Yacht Club for more than two (2) weeks of each boating season.
Honorary Members shall have no right to maintain a boat at the Club, to vote, or to hold elective office, but shall enjoy all other privileges of the Club.
Section 9: Non-Resident Members
A Non-Resident Member shall be restricted to present or past Regular, Annual Privilege (Legacy), Annual Privilege (Non-Legacy) or Associate Members who do not have residence in any of the following counties of New York State; Nassau, Suffolk, Westchester, New York, Kings, Queens, Bronx, and Richmond. In addition they will not be in the area of the Woodmere Bay Yacht Club for more than two (2) weeks of each boating season. Further, they shall fulfill all financial obligations to the Club.
A Non-Resident Member shall enjoy all the privileges of the Club, but shall not have the right to vote or hold elective office. They may maintain a boat at the Club only during the two (2) weeks allowed each season.
Requests for Non-Resident Membership shall be subject to the requirements of Article IX, Sections 5 and 6.
A Non-Resident Member shall be subject to all other provisions of the By-Laws which may apply.
Section 10: Life Members
A Life Member is a Regular Member of the Club. This category shall be restricted to founding families of the Club who were still active members thereof as of January 1, 1978.
Section 11: Junior Members
A Junior Member shall be defined as an unmarried, dependent child of a member, who is under the age of twenty-one (21) years, or who is a full-time student under the age of twenty-seven (27) years, or who is in military service.
A Junior Member shall enjoy all the privileges of the Club except the right to vote or to hold elective office.
However, if a Junior Members maintains a boat at the Club or has the principal use of a second family-owned boat at the Club, the overall length of such boat shall not exceed twenty-two (22) feet.
Junior members shall in no event enjoy greater rights then those of their parent-members. The age change affecting Junior Membership status will become effective on the first day of November immediately following the date on which the Junior Member celebrates his or her birthday.
Section 12: Social Membership
A social member shall be defined as an unmarried individual 21 years of age or older, or a family. A Social Member may own a boat but cannot maintain it at the club. Social membership term expires at the end of the fiscal year and may be renewed with the approval of the board.
Social Members shall enjoy all the privileges of the club except:
a) the right to maintain a boat of any kind at the club;
b) the right to vote;
c) the right to hold elective office;
MISCONDUCT AND DISCIPLINE
Except as provided in Article XIV hereof, any member of the Club guilty of any misconduct whatsoever, or of violation of the rules or By-Laws of the Club now in force or hereafter adopted, may be disciplined or suspended by the Board for not more than thirty (30) days provided the member has been first notified of the charges preferred against the member and is given the opportunity to appear before the Board in connection therewith. If further action is deemed advisable, the Board shall mail to the Club Membership a written recommendation for the discipline, suspension or expulsion of the member at least fifteen (15) days before the Membership Meeting at which time such action will be considered. At such meeting, determination for the action to be taken must be by secret ballot, and the member shall be exonerated, disciplined, suspended or expelled in accordance with the vote of the majority of the members present at the meeting. The foregoing shall be deemed to limit the powers of the Board under Article IX hereof.
AND TERMINATION OF MEMBERSHIP
Section 1: Election of Members
The Board shall have sole power to elect new members.
Section 2: Proposals for Introductory, Regular and Special Membership
a) All proposals for Introductory, Special Introductory, Regular and Social membership shall be in writing directed to the Secretary of the Club, shall be subscribed by two members and by the applicant who shall thereby agree to comply with the By-Laws and rules of the Club, and shall be accompanied by payment of dues for one (1) year. Requests for renewal of Social Membership shall only require a majority vote of the board.
b) All proposals for membership shall be referred by the Secretary of the Club to the Chairman of the Membership Committee for examination and report by that Committee. At least two (2) members of the Committee shall visit the new applicant at the applicant's home, together with the sponsors, if possible, to inquire into the applicant's character and community standing and to ascertain that the applicant has genuine interest and desire to participate in yachting. The Committee shall then report on the proposed applicant, recommending approval or disapproval of this application to the Board.
c) After receipt of the Membership Committee's report, the Board shall, at a regular meeting or at a special meeting, vote by secret ballot whether tentatively to approve the applicant for membership. A majority of negative votes shall constitute rejection of the applicant.
d) Provided the Board shall have tentatively approved the applicant for membership, the name of the applicant, together with the names of the members proposing the applicant shall be mailed by the Secretary of the Club to the members of the Club at least ten (10) days before final action shall be taken by the Board. The Commodore shall instruct the Secretary to include in the notice to the membership the date of the meeting at which the Board will take final action on the new member's application. Members of the Club shall notify the Board of any facts known to such members affecting the desirability of the applicant.
e) After expiration of the aforesaid period of ten (10) days, the Board, at a regular meeting or at a special meeting (in which case not less than seven (7) Members of the Board shall be present), shall vote by secret ballot upon admission of the applicant for membership. A majority of negative votes of the Members of the Board shall exclude the applicant from admission to the Club.
f) An applicant for Introductory, Special Introductory or Social Membership whose application has been withdrawn or rejected shall have the first year's dues payment refunded, and may not renew that application within one (1) year from the date of such withdrawal or rejection.
g) An Introductory, Special Introductory or Social member may change to Regular or Annual Privilege (Non-Legacy) Membership only by written request addressed to the Board prior to September 30. All applications shall be considered at the regular Board meeting to be held thereafter, but prior to October 31. The Board, at the October regular Board meeting, at which not less than seven (7) members of the Board shall be present, shall vote by secret ballot upon the admission of the applicant for Regular or Annual Privilege (Non-Legacy) Membership provided that the candidate meets all the financial obligations of the category to which he is changing. A majority favorable vote of the members of the Board present shall be required for acceptance of the applicant to membership in the Club.
h) Any member of the Club who has resigned while in good standing shall, with the approval of the Board, be re-admitted to the Club to such class of membership for which that member may at such time be eligible, upon written request for such re-admission directed to the Secretary of the Club, and upon compliance with conditions that may be fixed by the Board.
Section 3: Proposal for Associate or Annual Privilege (Legacy) Membership
Any applicant who is eligible for Associate or Annual Privilege (Legacy) Membership shall, with the approval of the Board, become an Associate or Annual Privilege (Legacy) Member upon the receipt by the Club of a letter addressed to the Secretary of the Club requesting status as Associate or Annual Privilege (Legacy) Member. Such new Associate or Annual Privilege (Legacy) Member shall immediately thereupon assume all the obligations of such membership, except that if an Associate Member is the widow or widower of any member, no payment for dues or fees shall be required for the fiscal year for which the expired spouse's dues and fees have been fully paid.
Section 4: Proposals for Honorary Membership
All proposals for Honorary Membership shall be made by the Board. The name of the proposed Honorary Member shall be mailed by the Secretary of the Club to members of the Club at least fifteen (15) days before the Membership Meeting at which election of such Honorary Membership is to be considered. The affirmative vote of to-thirds (2/3) of the members present shall be required for the election of an Honorary Member.
Section 5: Duration of Membership
Each member shall be deemed to have continued the membership and the liability as such, for the current fiscal year of the Club unless written notice of resignation is given to the Secretary of the Club before December 1, of such year. Under special circumstances, at the discretion of the Board, the date may be waived.
Section 6: Changes of Membership
By written request addressed to the Board, and with its approval, any member in good standing may at any time change membership to any other class of membership for which the member is then eligible, provided that if a member seeks to change membership to a class of membership requiring greater financial obligation, other than initiation fee, than the class to which the member belongs, such member shall satisfy that obligation on terms fixed by the Board.
Section 7: Leaves of Absence
The Board may, upon good cause shown, grant a leave of absence to any member, provided such request is made by December l, on such terms and conditions as it may impose, including but not limited to the payment of any assessments levied during the period of such leave of absence. While on leave of absence, a member shall have no right to vote or hold office, and have no privileges of the Club or other rights of a member.
Section 8: Resignation and Other Termination of Membership
a) If any member ceases to be a member of the Club by reason of resignation, expulsion, death, forfeiture of membership or for any other cause, that member shall forfeit all rights to and interest in the property and assets of the Club except rights to repayment of his Subvention Certificate.
b) Termination of membership however, shall not affect the Club's right to collect any dues, assessments, or other charges, whether or not payable in installments, that may be owed by the person whose membership has been so terminated.
c) Any member whose membership has been terminated shall be repaid the cost of his Subvention Certificate in accordance with Article XV, Section 2. Repayment of Subvention Certificates shall be made in the order of entitlement; the Board shall have the right, at its discretion, to give precedence in payment to the estate of a deceased member. The Board may not put any member who owes any dues, fees, assessments, etc., on the list for redemption of their bond.
Section 1: Annual Membership Meeting
The Annual Membership Meeting shall be held on the fourth Thursday in October.
Section 2: Regular Membership Meetings
Regular Membership Meetings may be held on the fourth Thursday of each month. The Board may however designate a different day within any month for a Regular Membership Meeting, providing not less than ten (10) days advance notice is sent to the membership of such change of date.
Section 3: Special Membership Meetings
A Special membership Meeting shall be called by the Secretary at the direction of the Commodore, or upon the written request of ten (10) Regular Members of the Club.
Section 4: Quorum and Adjournment
The presence of the lesser of fifty (50) percent or fifteen (15) membership ballots of the Club shall constitute a quorum for the transaction of business at any Membership Meeting. The members may adjourn the meeting despite the absence of a quorum.
Section 5: Notice
Notice of a Regular Membership Meeting shall be mailed to each member not less than fifteen (15) days before the Meeting, and of the Annual Membership Meeting not less than twenty (20) days before such Meeting. Notice of a rescheduled Adjourned Meeting shall be mailed not less than five (5) days in advance thereof. Notice of a Special Meeting shall be mailed to each member at least ten (10) days in advance thereof. Such notice shall set forth the purpose of the meeting, and only the business specified in the notice shall be considered at such Special Meeting.
Section 6: Voting
a) Except as otherwise provided in these By-Laws a majority of the votes cast shall be sufficient to decide any matter upon which a vote is taken at any Membership Meeting.
b) A family shall be entitled to cast one (1) ballot. If both a husband and wife, members of one family, are present at a meeting, then each shall be entitled to cast one-half (1/2) ballot, if each wishes to vote. Otherwise one (1) member of the family may cast one (1) ballot. If only one (1) spouse of a family is present and voting at a meeting, then he or she shall be entitled to cast one (1) ballot.
Section 1: Board Members
At each Annual Membership Meeting, Regular Members of the Board shall be elected for a two (2) year term, or until their successors are elected, to succeed those Regular Members of the Board whose terms are expiring. In addition, Carry-over Members of the Board shall be elected to fill any vacancy that may have occurred during the first year of a Regular Member's two (2) year term or to fill a vacancy that may be created by the election at such meeting of a Carry-over Board Member to an elective office. In the event that a Carry-over Board Member who is nominated for an elective office is not elected to office at such meeting, he or she shall continue as a Regular Board Member and any election of an Carry-over Board Member to the Board to fill the second year of the Carry-over Board Member's term shall be null and void.
When independent nominations have been made, election shall be by closed ballot: for officers, a plurality of the votes cast shall be sufficient to elect, and for Board membership, those members (equal in number to the vacancies on the Board then to be filled) receiving the highest number of votes shall be elected.
Section 2: Officers
At each Annual Membership Meeting, elective officers of the Club shall be elected for a one (1) year term. If independent nominations have been made, the election shall be by closed ballot and plurality of votes cast shall be sufficient to elect.
PROPERTY AND ASSETS
Section 1: Funds
Funds of the Club shall be expended only for the purposes stated in its Certificate of Incorporation and By-Laws, and shall be appropriated and disbursed only in the manner set forth in these By-Laws.
Section 2: Property
Real property shall not be purchased, sold, or mortgaged, nor shall personal property of the Club be mortgaged, except upon the express approval of at least two-thirds (2/3) of the Members of the Board and the approval of at least two-thirds (2/3) of the Regular Members of the Club present at a Special Membership Meeting called for the purpose of expressing approval or disapproval of the proposed purchase, sale or mortgage.
FEES, DUES, ASSESSMENTS & SUBVENTION CERTIFICATE
Section 1: Dues
Annual dues for each member shall be according to the following schedule:
a) Regular Members: $2850
b) Annual Privilege (Legacy) Members: 40% of a) Regular Members
c) Annual Privilege (Non-Legacy) Members: 50% of a) Regular Members
d) Associate Members: 20% of a) Regular Members
e) Special Members:
under age 55: 60% of a) Regular Members
age 60 to 64: 40% of a) Regular Members
age 65 and over: 25% of a) Regular Members
f) Life Members: none
g) Honorary Members: none
h) Introductory Members: 100% of a) Regular Members
i) Special Introductory Members: 50% of a) Regular Members
j) Non-Resident Members: 5% of a) Regular Members
k) Junior Members: none
l) Social Member: 50% of a) Regular Members. The Board shall, upon a written request of a Social Member, permit a Social Member who has a paid up or partially paid up Subvention Certificate to redeem in any one fiscal year up to $1,000.00 in accordance with Article XV Sec. 1, said redemption to be applied only as a credit toward the Social Members dues for that fiscal year. Should that member choose to again become a regular member, he must repay any amounts redeemed.
Section 2: Purchase of Subvention Certificate
Upon election to any class of membership, a Member shall purchase a Subvention Certificate in an amount and upon terms as follows:
a) Regular Members: $4000 upon election to membership or upon the following terms: In four (4) equal installments of $1000 each.
b) Annual Privilege (Legacy) Members: $4000, but shall be paid in equal $300 installments from time of election until age thirty-five (35). At such time as the Annual Privilege (Legacy) Member becomes a Regular Member, the balance of the bond shall be paid in accordance with the By-Laws.
c) Annual Privilege (Non-Legacy) Members: $4000, but shall pay $500 each year until age thirty-five (35). At such time as the Annual Privilege (Non-Legacy) Member, becomes a Regular Member, the balance of the bond shall be paid in accordance with the By-Laws.
d) Associate Members: none
e) Special Members shall have a fully paid Subvention Certificate at the time of transfer to Special Membership.
f) Introductory Members: none
g) Special Introductory Members: none
h) Non-Resident Members: none
i) Social Members: None
Section 3: Fees
The members shall be required to pay fees in such amounts as may be determined by the Board.
Section 4: Assessments
Assessments may be levied against the Regular, Special, and Annual Privilege Members of the club upon the recommendation of the board, with the approval of two thirds of the Regular, Special, and Annual Privilege Members of the club present at a membership meeting, the notice of which shall have stated the proposed assessment to be considered thereat. Social Members shall be subject to assessments at 50% of a Regular Member:
Special and Annual Privilege Members shall be assessed at the same percentage as they pay their dues. The Board shall determine the length of time over which such assessment shall be paid.
No assessment may be levied at any time against Non-Resident, Honorary, Life or Junior Members. If a Special or Social Member changes the classification of membership to Regular Member, the member shall immediately pay the balance of all assessments which have been levied during the time of the Special or Social Membership.
Section 5: Service to the United States
A Member who enlists or is drafted or volunteers to serve in the United States Armed Forces or their equivalent shall be relieved of payment of dues, assessment and fees for the fiscal year in which such event takes place, unless it takes place after August l, of such year, and shall be relieved of payment of dues, assessments and fees for so long thereafter as they are in the active military or equivalent service, but shall continue to enjoy all the rights and privileges of the membership until the end of the fiscal year in which the termination occurs prior to July l, of such year, such continuation of rights and privileges of membership for the balances of such year shall be conditioned upon payment of full dues, assessments and fees for such year, or portion thereof as may be fixed by the Board.
Bills for all charges shall be mailed to members and shall be payable forthwith. A member failing to pay any charges except dues (dues as used in this paragraph shall include membership dues, entertainment fees, capital improvement fee and any other fees approved by the Board) within thirty (30) days after a bill has been
rendered may be suspended from the privileges of the Club if the Board so determines, provided the member has first been notified in writing of the proposed suspension and is given an opportunity to appear before the Board in connection therewith. Upon such suspension the member's name shall be posted on the Club's bulletin board. Thereafter, the Board may, if such delinquency continues, expel such member from the Club.
An initial payment of $1,000 on account of Dues is due December 1, and full payment of Dues must be made by March 1 unless an extension was granted. A member failing to meet the December 1 date, the March 1 date or the term(s) of an extension granted shall be suspended from the club and all privileges thereof and shall be subject to a $250 penalty. Any member who makes a written request for an extension of time to pay Dues must do so in writing to the Treasurer, and any payment plan and extension shall be approved by a majority vote of the Flag Officers. All approved payment plans must be paid in full before Memorial Day of the current season, unless extended by the Board for good cause shown.
In the event of a suspension, under this Article, A written notice shall be sent to the suspended member giving the suspended member seven (7) days to pay in full to rescind the suspension. Failing payment in full within seven (7) days, a suspension can only be lifted a) after full payment is received and b) with approval of a majority of the Board members voting. Thereafter, the Board may, if such delinquency continues, expel such member from the Club as set forth below by a majority vote of Board members voting.
While suspended, a member shall have no right to vote or hold office, and have no privileges of the Club or other rights of a member or be a guest of a member
Section 1: Form of Subvention Certificate
The Subvention Certificate to be issued pursuant to Article XIII, Section 3 of these By-Laws shall be in form as follows:
WOODMERE BAY YACHT CLUB, lNC.
A NOT-FOR-PROFIT CORPORATION
Certificate Number __________
This certificate is issued to ___________________________________(the "Holder"), who has been duly elected and enrolled as a ____________________________________ Member of the Woodmere Bay Yacht Club, Inc. (the "Club"), a Type A Not-For-Profit Corporation under Section 113 of the New York Not-for-Profit Corporation Law and evidences a subvention in the sum of _____________________________________________________ Dollars ($ ). Upon termination of the membership of the Holder this Certificate is redeemable at the option of the Club upon payment of the face amount thereof.
Any sum owing by the Holder to the Club shall be deducted from the redemption price.
If at any time the surplus finds of the Club shall, in the opinion of the Board of Trustees, be sufficient to permit payment of the outstanding Subvention Certificates, in whole or in part, the Board shall file a statement to such effect with the Treasurer, setting forth the amount to be disbursed, the manner of disbursement, and a tabulation of the outstanding Subvention Certificates and thereupon the Treasurer shall make payment as so directed, endorsing upon the Certificates the amount and date of the payment and the reduced face amount of the Certificates.
This certificate is nontransferable.
WITNESS, the seal of the Corporation and the signatures of its duly authorized officers affixed this day of , 19 .
_____________________ SEAL ________________________
Section 2: Redemption of Subvention Certificate
Redemption of Subvention Certificates in whole or in part, shall be made in Accordance with the terms of such Certificate as set forth in this Article, Section 1.
Section 3: Exchange of Certificates of Membership
All Certificates of Membership issued and outstanding at the date of the adoption of these By-Laws shall be exchanged for Subvention Certificates in the foregoing form.
Section 1: Applicable Law
The Club shall be dissolved only in accordance with the provisions of the New York Not-For-Profit Corporation Law.
Section 2: Distribution of Assets
The net assets remaining after discharge of the Club's liabilities shall be distributed in accordance with the following order of priority:
a) The holders of Subvention Certificates shall be paid the amounts of their respective certificates.
b) The remaining assets shall be distributed equally among Regular Members and Special Members provided that no Special Member shall participate in such distribution unless the member shall have paid to the Club prior to the date of distribution an amount equal to the difference between the aggregate dues and assessments levied against a Regular Member during the period of such Special Member's status as such.
AMENDMENT OF BY-LAWS
Amendment of the By-Laws may be proposed in writing by:
a) an instrument signed by ten (10) Regular Members of the Club, or
b) action of the Board taken at any of its meetings.
A proposed amendment shall be delivered to the Secretary in writing. The Secretary shall give notice thereof, including the text of such proposed amendment, to the members of the Club at least ten (10) days prior to the Membership Meeting at which such proposed amendment is to be considered. The affirmative vote of two-thirds (2/3) of the Regular Members present at such meeting shall be required for the adoption of the proposed amendment. In the event the proposed amendment is materially changed at the meeting at which it is considered, it shall not be voted upon at such meeting. Notice of the proposed amendment, as revised, shall be given to all members at least ten (10) days prior to the next succeeding Membership Meeting, at which time the proposed amendment, as so revised, shall be considered and may be adopted in the manner hereinbefore specified.
The seal of this corporation shall be circular in form and shall contain the following in the outer circle: "Woodmere Bay Yacht Club, Inc., New York, 1948".
ORDER OF BUSINESS
At a Regular membership Meeting the order of business, except when otherwise requested by the membership of the Club, shall be the following:
1. Determination of quorum;
2. Reading of the Minutes;
3. Treasurer's Report;
4. Committee Reports;
5. Nominations (at Annual, and May Meeting);
6. Voting as required;
7. Unfinished Business:
8. New Business;
9. Good and Welfare of Club;
The form and design of the Club Burgee shall be a triangular-shaped figure in white and blue, with two (2) five (5) pointed stars in white upon a blue field.