Article
I
MEMBERS
Section
1. Resident Members. Any person over the age of twenty years, who
is a resident of the County of Westchester, New York, shall
be eligible to be elected a resident member.
Section
2. Non-resident Members.
Any person over the age of twenty years residing outside
of the County of Westchester, New York, shall be eligible
for election as a non-resident member.
Section
3. Applications for Membership. No person
shall be elected as a resident or non-resident member, except
upon his being proposed and seconded for membership by two
respective members. Each such proposal and seconding shall be in
writing upon a written application addressed to the Secretary
in such form as shall be posted on the Club’s bulletin board
at least fifteen (15) days prior to the regular meeting the
Board of Directors at which said application is to be voted
upon. Each application
shall contain the name and address of the candidate accompanied
by a check for the amount of the initiation fee and the dues
for the first year, or, in the event said application is made
after June 30th in any one year, for one-half of the annual
dues, including in each case any tax imposed by law.
Section
4. Election of Members. All applications for membership shall be promptly
submitted by the Secretary to the Board of Directors who shall
vote thereon at a meeting of the Board. The unfavorable vote
of three or more Directors shall reject any applications for
membership.
Section
5. Honorary Members. Any person may become an honorary member upon
approval of the Board of Directors and upon the favorable
vote of two-thirds of the members present at the annual meeting
of the members. Such honorary members shall have all privileges
of the Club, except voting and eligibility for office.
Section
6. Life Members. Any member may become a life member on the
payment of Three Hundred ($300) Dollars, which shall be in
lieu of any further annual dues, from the time of such payment.
Section
7. Resignations of members shall be forwarded to the Secretary
in writing and shall be presented by him at the next meeting
of the Board of Directors. No resignation shall be accepted
unless the member is clear of all indebtedness to the Club.
Article
II
INITIATION
FEES AND DUES
Section
1. Each resident member upon his election to membership
shall pay as an entrance or initiation fee the sum of fifty
($50) dollars. A former
member who has previously resigned in good standing shall
not be required to pay an entrance or initiation fee upon
his re-election to membership.
Section
2. The annual dues for resident membership shall
be Twenty-four ($24) dollars per annum, payable in advance.
Section
3. The annual dues for non-resident. Members shall
be twelve ($12) dollars per annum, payable in advance.
Section 4. Each member shall pay in advance with
his dues, the amount of tax imposed by law on his membership.
Section
5. The annual dues of members are payable on January
1st of each year, but any member may pay the same in equal
semi-annual installments on the 1st days of January and July
in each year.
Section
6. The name of any member failing to pay his dues within sixty
(60) days after the same become payable shall be posted on
the Club’s bulletin board. If any such member shall fail to pay his dues and any tax imposed
by law thereon, within ninety (90) days from the date on which
his dues become payable, his name shall be dropped from the
rolls of the Club by the Board of Directors and he shall thereupon
forfeit all rights and privileges of membership.
No member shall in any event be entitled to any of
the privileges of the Club whose dues are more than sixty
(60) days in arrears.
Article
III
MEETINGS
Section 1 Annual Meeting. There shall
be an annual meeting of the Club on the 1st Friday of January
in each year for the election of Officers and Directors, for
receiving the annual reports of Officers and of Directors
and for the transactions of other business.
If the date designated falls on a legal holiday, the
meeting shall be held on the next succeeding Friday. Notice
of such meeting shall be signed by the Secretary and shall
be mailed to the last recorded address of each member at least
two (2) days and not more than twenty (20) days before the
date appointed for the meeting.
Section
2. Special Meetings. Special meetings of the members may be called
by the Board of Directors at its discretion. Upon the written
request of twenty (20) members of the Club, the Commodore
or the Board of Directors shall call a special meeting to
consider a specific subject. Notice for any special meeting
shall be given in the same manner as for the annual meeting.
No business other than that specified in the notice of meeting
shall be transacted at any special meeting of the members.
Section
3 Notice of Meetings. All notices of meeting
shall set forth the place, date, time and purpose of the meeting
and all meetings shall be held at the Club House.
Section
4 Quorum. The presence in person of twenty (20) members entitled to vote shall
be necessary to constitute a quorum for the transaction of
business, excepting where otherwise specified by the laws
of the State of New York, but a lesser number may adjourn
to some future time not less than six (6) nor more than twenty
(20) days later, and the Secretary shall then mail notice
of the adjournment at least two (2) days before the adjourned
meeting to each member entitled to vote who was absent from
the meeting adjourned.
Section 5 Voting. All questions, the manner of deciding which
is not otherwise prescribed herein, shall be decided by majority
vote of the members present in person.
Section 6 Order of Business. The order of business shall be as follows at
all meetings of the members and of the Board of Directors
1. Roll Call
2. Reading of the Minutes
3. Receiving Communications
4. Election of Officers and New Members
5. Reports of Officers and Directors
6. Reports of Committees
7. Unfinished Business
8. New Business
This order of business may be altered or suspended
at any meeting by a majority vote of the members present. Any question as to priority of business shall
be decided by the presiding officer without debate.
Article IV
DIRECTORS
Section 1 Number. The property, affairs, business and concerns of the Club shall be
vested in a Board of Directors, consisting of the six (6)
elected Officers of the Club and six (6) elected Directors.
The members of said Board shall, upon election, enter upon
the performance of their duties and shall continue in office
until their successors shall be duly elected and qualified.
Section 2 Election of Directors and Term of Office.
At the annual meeting next held after the adoption
of these By-Laws there shall be an election by ballot for
three (3) directors for a term of one (1) year and three (3)
Directors for a term of two (2) years.
At each annual meeting thereafter there shall be an
election by ballot for three (3) Directors for a term of two
(2) years. Each Officer
of the Club, when elected as such, shall become a Director
for the term of his office.
Section 3. Duties of Directors. The Board of
Directors shall have the following duties in addition to those
elsewhere stated herein.
(a) The Board of Directors shall have general charge
of the affairs, funds and property of the Club and shall have
full power to carry out its purposes.
(b) It shall keep a record of all its official acts.
(c) It shall have power to admit members by ballot
as herein provided. It shall also have the power, by a vote
of a majority of the entire Board, to remove any Officer of
the Club for cause and to reprimand, suspend or expel any
member guilty of any violation of the By-Laws or House Rules
of the Club, or for other good and sufficient reasons, or
for any offense against the good interests of the Club.
Any charges preferred to the Board of Directors against
any Officer or member shall be in writing and a copy shall
be served upon him at least ten (10) days prior to the meeting
of the Board at which such charges shall be considered, together
with a notice of the time and place of such meeting and a
statement that he shall have an opportunity to be heard thereat
in his own defense. The
determination of the Board of Directors as to the sufficiency
of the cause for removal or suspension shall be considered
final.
(d) The Board of Directors shall have the power to
appoint committees on particular subjects from the membership
of the Board, or from other members of the Club.
(e) It shall be the general business agents of the
Club, shall make all purchases, shall audit bills and disburse
the funds of the Club, and shall employ agents and devise
and carry into execution such other measures as it may deem
proper and expedient to promote the objects of the Club and
to best protect the interests and welfare of the members. However, the Board of Directors shall not have
the power to purchase any real estate for the Club, or to
convey, lease, or encumber any of its real estate, without
the authorization of the members, and except as authorized
by law.
(f) The Board of Directors shall have the power to
establish, repeal and amend house rules and other rules, not
inconsistent with these By-Laws, for the conduct of the Officers
of the Club.
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(g) The Board of Directors shall have the power to
limit the membership.
Section 4. Minutes of the Meetings. Regular meetings of the Board of Directors
shall be held immediately succeeding the annual election
in January and on the first Friday of each month thereafter.
Notice of such meetings, signed by the Secretary,
shall be mailed to the last recorded address of each member
at least two (2) days before the time appointed for the
meeting. The Commodore
may, when he deems it necessary, or the Secretary shall,
at the request in writing of three (3) members of the Board,
issue a call for a special meeting of the Board upon two
(2) days’ notice.
Section 5. Quorum. Seven (7) members of the
Board of Directors shall constitute a quorum for the transaction
of business. In
the absence of the Commodore, Vice-Commodore, or Rear Commodore,
the quorum present may choose a Chairman for the meeting.
If a quorum be not present a lesser number may adjourn
the meeting to a later date, not more than ten (10) days
later.
Section 6. Vacancy. When any vacancy shall occur in the Board of
Directors by death, resignation, or otherwise, the same
shall be filled without undue delay by a majority by ballot
of the remaining members of the Board, at a special meeting
called for that purpose. Such election shall be held within
thirty (30) days after the occurrence of such vacancy. The person so chosen shall hold office until
the next annual meeting, when the members shall elect a
Director to fill the unexpired term, if any.
Article V
OFFICERS
Section 1. Number. The Officers
of the Club shall be a Commodore, a Vice-Commodore, a Rear
Commodore, a Fleet Captain, a Secretary, and a Treasurer.
Section 2. Method of Election. The Officers shall be elected by ballot at
each annual meeting of the members and shall hold office
until the adjournment of the annual meeting next following
their election, or until their respective successors are
elected. Each Officer
shall be elected on a separate ballot.
Section 3. Duties of Officers.
Commodore
It shall be the duty of the Commodore
to take command of the squadron, and to preside at all meetings
of the members and of the Board of Directors.
He shall also, at the annual meeting of the Club,
and such other times as he shall deem it proper, communicate
to the Club, or to the Board of Directors, such matters
and make such suggestions as may in his opinion tend to
promote the prosperity and welfare of the Club. He shall
perform such other duties as are necessarily incident to
the presiding officer of a member corporation.
Vice-Commodore
It shall be the duty of the Vice-Commodore to assist
the Commodore in the death or absence of the Commodore,
or of his inability from any cause to act, he shall perform
the duties of his office.
Rear-Commodore
It shall be the duty of the Rear-Commodore to assist
the Commodore and Vice-Commodore in the discharge of their
respective duties, and in their death or absence he shall
officiate in their stead.
Fleet Captain
The Fleet Captain shall be a yacht owner and shall
act as Aid to the Commodore and assist him in his duties
on all cruises of the Club.
He shall supervise anchorage, dock, marine railways,
storage, yard, lockers and boat supplies, and shall be responsible
for such duties to the Board of Directors. He shall certify to the Treasurer a list of
locker holders, the owner of yachts stored in the boat yard
and the amount of charges to be levied thereon.
Secretary
It shall be the duty of the Secretary to give notice
of and attend all meetings of the Club and its several divisions
and to keep a record of their doings; to conduct all correspondence
and carry into execution all orders, votes, and resolutions
of the members and Directors not otherwise committed; to
keep a list of all members; to keep a list of all boats
enrolled in the Club; and to submit all applications for
membership to the Board of Directors; to notify the Officers
and members of the election; to notify members of their
appointment on committees; to prepare, under the direction
of the Board of Directors, an annual report of the transaction
and condition of the Club, and, generally, to devote his
best efforts to forwarding the business and advancing the
interests of the Club.
He shall perform such other duties as may be prescribed
by the Commodore and/or the Board of Directors.
The Secretary shall be the keeper of the seal of the
Club.
In case of the absence or disability of the Secretary,
the Commodore or the Board of Directors may appoint a Secretary
pro tem.
As compensation for his services the regular membership
dues of the Secretary shall be waived during the period
he holds office.
Treasurer
It shall be the duty of the Treasurer
to collect the fees and annual dues.
He shall have charge of all money belonging to the
Club and shall keep a correct account of all moneys received
and expended. He shall make disbursements only upon vouchers
approved by the Board of Directors. He shall deposit all
sums received in a depository or depositories designated
by the Board of Directors.
He shall notify delinquent members of their indebtedness
and shall demand its payment in the Club’s name.
He shall make a report at the annual meeting or when
otherwise called upon by the Commodore or the Board of Directors.
Funds of the Club may be drawn only upon the signature
of the Treasurer or the Commodore.
The Treasurer shall also keep an accurate record of
all indebtedness of the Club. The funds, books and vouchers
in his hands shall at all times be under the supervision
of the Board of Directors and subject to its inspection
and control, and at the expiration of his term of office
he shall hand over to his successor all books, money and
other property, or, in the absence of the Treasurer-elect,
to the Commodore. In the case of the absence or disability of the Treasurer the Commodore
or Board of Directors may appoint a Treasurer pro tem.
As compensation for his services the regular membership
dues of the Treasurer shall be waived during the period
he holds office.
Section 4 Bonding of Officers. All Officers upon whose signature the funds
of the Club may be drawn shall give to the Club a bond for
the faithful discharge of their duties in such office.
Section 5 Vacancies. All vacancies in any office
shall be filled by the Board of Directors without undue
delay at a regular meeting, or at a meeting specially called
for that purpose.
Section 6. Each officer, upon his
election, or upon his appointment in the event he is called
on to fill a vacancy, shall be a Director of the Club during
his tenure of office.
Article VI
NOMINATION OF OFFICERS AND
DIRECTORS
Section 1. At
last sixty (60) days prior to the annual meeting, the Board
of Directors shall appoint a nominating committee of three
members none of whom shall be members of the Board of Directors,
whose duty it shall be to nominate candidates for Officers
and Directors to be elected at the next annual meeting.
They shall notify the Secretary in writing at least
thirty (30) days prior to the annual meeting of the names
of such candidates and the Secretary shall immediately post
the names of such candidates on the Club bulletin board
and forthwith mail a copy thereof to the last recorded address
of each member.
Section 2. Nominations
for Officers and Directors may also be made, endorsed with
the names of not less than ten (10) members, if forwarded
to the Secretary at least fifteen (15) days before the date
of the annual election. At least ten (10) days before the annual election,
the Secretary shall post the names of such nominations on
the Club bulletin board and mail a copy thereof to the last
recorded address of each member.
Article VII
DISTINGUISHING SIGNALS, PENNANTS,
ETC.
Section 1.
Each yacht shall have a distinguishing signal flag.
Section 2 Yachts while sailing in squadron shall display
their private signal and while sailing alone or when at
anchor shall display the Club signal.
Section 3. The distinguishing signal of the Club shall
be a pointed flag: the devise, a red five-pointed star,
in the center of a white pointed ground, five-twelfths the
length of the flag: all on a red field.
Section 4. The Commodore shall display
a broad pennant with a fouled anchor encircled by thirteen
five-pointed stars, in white on a blue field: the Vice-Commodore
a broad pennant with a similar device, on a red field; the
Rear-Commodore a broad pennant with a similar device, in
red on a white field; and the Fleet Captain’s flag shall
be a broad pennant with a blue fouled anchor on a white
field.
Article VIII
AMENDMENTS
Section 1 These By-Laws may be amended, repealed or
altered, in whole or in part, by a majority vote of the
members present at any duly organized meeting of the members,
provided the proposed change is submitted by mail to the
last recorded address of each member and posted on the Club’s
bulletin board at least ten (10) days before the time of
the meeting which is to consider the change.
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