LAKE PALESTINE YACHT CLUB
BY LAWS
ARTICLE I - NAME
The name of this organization shall be Lake Palestine Yacht Club, Inc.,
hereinafter referred to as “the club”. This organization is incorporated under the laws of
the State of Texas as a non-profit corporation.
ARTICLE II – PURPOSE
The purpose of the Club shall be to encourage and develop recreational
boating, boating safety, boating education, and related activities, including sailing, power
boating, cruising and social functions; to promote good fellowship and clean
sportsmanship for the recreation, comfort and enjoyment of its members. No part of any
net earnings shall inure to the benefit of any member
ARTICLE III – MEMBERSHIP
1.
The Club shall have two classes of membership; namely, regular
membership and honorary membership. The honorary membership is conferred by a vote
of the Board of Directors to individuals who have provided exceptional and long-standing
service to the Club or its Purpose as outlined in Article II of these Bylaws. No more than
one (1) honorary membership per year may be awarded. The honorary member will not
be assessed dues. The honorary member shall have all privileges of the regular member
with the exception of voting privileges.
2.
“Members” means the approved applicant, spouse and dependent children
under the age of 21. Each membership shall be entitled two votes at the annual
membership meeting. An individual with no family attending will also be able to cast two
votes. A member with a legal spouse will also be entitled to cast two votes. Both spouses
will be qualified to hold offices or directorship but not at the same time. Members shall
be entitled to all privileges of the Club and to the use of all facilities of the Club.
Members shall pay dues in such amount as designated by the board.
3.
Applications for membership in the Club shall be made in writing on forms
approved by the Board of Directors. Each applicant shall be recommended by at least
two (2) active members of the Club who will be responsible for the activities during the
probationary period.. The application shall be accompanied by one month’s membership
dues.
4.
Members shall be responsible for the conduct and indebtedness to the Club
of persons admitted to the Club or its activities, as their guests.
5.
No member who is in arrears for dues or other indebtedness to the Club
shall be eligible to hold office, or entitled to vote, or to enter any races.
ARTICLE IV– OFFICERS AND DUTIES
1.
The officers of the Club shall be a Commodore, a Vice Commodore, a
Secretary and a Treasurer. The term of office for all officers shall be one (1) year.
2.
The Commodore shall preside at all meetings of the Club and of the Board
of Directors and shall have general supervision of the affairs of the Club and its
properties. The Commodore shall, with the Secretary, sign all written contracts and
obligations of the Club. He shall command the fleet, and shall appoint all committees.
3.
The Vice Commodore, in the absence of the Commodore, shall preside at all
meetings of the Club and of the Board of Directors. If both the Commodore and Vice
Commodore are absent from any meeting, the members present may then elect another
presiding officer for that meeting. The Vice Commodore, in the event the Commodore is
absent or for any reason unable to act, shall, with the Secretary, sign all written contracts
and obligations of the Club
4.
The Secretary shall have the care and custody of the records, minute books
and corporate seal of the Club. He shall keep a complete list of members with their
addresses and telephone numbers. He shall notify the respective members of all meetings
of the Club and of the Board of Directors as provided in the Bylaws. He shall conduct all
correspondence except that pertaining to the office of Treasurer.
5.
The Treasurer shall collect and keep all monies of the Club and disburse
them as directed by the Club or by the Board of Directors. He shall have the care and
custody of the financial and accounting records and books of the Club, which shall at all
times be open to the inspection of the Board of Directors. He shall make such reports of
the financial activities of the Club as shall be required by the Board of Directors or the
membership, and shall present a written report of the financial condition of the Club at
the annual meeting. A copy of such report shall be recorded in the minutes of the Club.
The Treasurer shall send all notices and conduct all correspondence relating to the
financial affairs of the Club.
ARTICLE V – BOARD OF DIRECTORS
1.
The Board of Directors shall consist of all of the officers , whom shall also
be duly elected Directors, together with three members of the Club, one of whom shall be
elected on the date of each annual meeting and shall hold office for three (3) years or
until their successors are qualified and elected. Only members in good standing may be
elected to the Board of Directors. The initial board of directors shall be proposed by the
Commodore at the January 2007 annual membership meeting. The initial terms of the
directors will be
Two directors for an initial one year term, three directors for two year terms and two
directors for three year terms. After these initial terms all terms will be for three years.
2.
Four (4) members of the Board of Directors at any meeting thereof shall
constitute a quorum for the transaction of business and all other purposes, but less than a
quorum may adjourn the meeting to a stated time and place.
3.
All vacancies occurring on the Board of Directors by resignation or death
shall be filled by the remaining members of the Board by electing a member in good
standing to serve until the next annual election, at which time the unexpired term shall be
filled in accordance with Article VI of these Bylaws.
4.
The Secretary shall give notice of each meeting of the Board by
communicating the same to each member at least two (2) days before the date of the
meeting. Notice may be waived by any member of the Board. Any meeting of the Board
(or teleconference) at which a quorum of board members are present or to the holding of
which each member has consented in writing, shall be valid as though called and notice
issued as herein provided.
5.
The Board of Directors shall have power to transact all business of the Club
in the interim between regular meetings of the Club. Subject to the powers of the
membership in actual operation of the affairs of the Club, the Board of Directors shall
have power to:
a. Suspend or expel members as provided by the Bylaws.
b. Make and amend rules for the admission of guests and visitors.
c. Make and amend rules for the use of the Club by its members and
for their conduct everywhere on the Club premises.
d.
Make and amend rules for its own government consistent with these
Bylaws.
ARTICLE VI – ELECTION OF OFFICERS
1.
Officers shall be elected at the annual meeting by written ballot and shall
hold office for one (1) year or until their successors are elected.
2.
The Commodore shall appoint, or in the absence of such appointment, the
Board shall elect a Nominating Committee. The Nominating Committee shall nominate
one (1) or more candidates for each office and each directorship to be filled, who have
indicated their willingness to accept, and report their selections to the Secretary prior to
the annual meeting. The Commodore shall report the nominations presented by his
committee to the Club at the annual meeting.
3.
Any member may nominate an eligible member of the Club for any office
by communicating it to the nominating committee. Any such nomination shall be
accompanied by an acceptance thereof in writing by the nominee or nominees. All
nominations shall be considered closed after the third (3rd) Monday in December.
4.
After nominations have closed, the Secretary shall prepare a single ballot,
showing the names of each candidate for each office to be filled in alphabetical order, and
shall communicate the same to each member, together with the notice of the annual
meeting, at least ten (10) days before the date of the annual meeting.
5.
The ballots of only the members in good standing shall be accepted. Each
member shall vote for one (1) candidate for each office to be filled. A ballot shall be
counted for all offices for which a member has voted, even if the member has not cast a
ballot for all offices to be filled. The member shall sign his name on the ballot so that the
Judges of the Election may determine that he is qualified to vote, but his name shall not
be divulged by the Judges of the election.
6.
spouse.
Voting members shall consist of the approved applicant and his or her
7.
Each voting member may cast his or her vote in person at the annual
meeting or may cast same by proxy, by delivering his ballot in a sealed envelope, marked
“Ballot”, to the Secretary, or to some other member, to cast the same for him at the
annual meeting.
8.
At the annual meeting, the Commodore shall appoint three (3) or more
members of the Club to the Judges of the Election. One (1) of the Judges shall be
designated Presiding Judge. It shall be the duty of the Judges to canvass and count all
votes, and to present to the members at the annual meeting a report of the results of the
election.
9.
The candidate for each office receiving the highest number of votes shall be
declared elected. In the case of a tie vote, the Judges of the election shall determine the
winner by lot. The newly elected officers and director(s) shall take office as such at the
close of the annual meeting.
ARTICLE VII – MEETINGS
1.
The annual meeting of the Club shall be held at the designated location on
the second (2nd) Saturday in January at 6:30 P.M., unless the members of the Club
appoint a different time or place. Notice of the annual meeting shall be communicated to
each member of the Club by the Secretary at least ten (10) days before such meeting,
stating the times and place thereof.
2.
Special meetings of the members may be called by the Commodore, or by
five (5) members of the Club. The parties calling such meeting shall state the purpose
thereof. The Secretary shall communicate notice of such special meeting to all members
at least ten (10) days prior to the meeting. The notice must state the time, place and
purpose of the meeting, as well as the names of the members calling the meeting. No
business other than that specified in the notice and call of the meeting shall be transacted
at such special meeting.
3.
All members of the Club shall have the right to be heard at a membership,
annual or special meeting of the Club. Fifty percent (50 %) of the members of the Club,
present in person or by written proxy, shall be a quorum to transact business, but a lesser
number shall be empowered to adjourn the meeting to a different time or place, notice of
which shall be communicated to all members by the Secretary, at least ten (10) days prior
thereto.
4.
The fiscal year of the Club shall be from January 1st to December 31st – a
calendar year fiscal year.
5.
Order of Business
a.
The usual order of business of the annual meeting shall be:
1. Roll call, a quorum being present
2. Reading of minutes of preceding meeting and action thereon
3. Reports of officers
4. Reports of committees
5. Reports of Judges of Election
6. Unfinished business
7. New business
8. Installation of newly elected officers and directors
9. Adjournment
b.
The usual order of business of membership meetings of the Club or
of the Board of Directors shall be:
1. Roll call, a quorum being present
2. Reading of minutes of preceding meeting and action thereon
3. Reports of officers
4. Reports of committees
5. Unfinished business
6. New business
7. Adjournment
c.
The usual order of business of any special or called meeting of the
Club or of the Board of Directors shall be:
1. Roll call, a quorum being present
2. Reading of the call of the meeting
3. Statement and explanation by the callers of the meeting of
the subject matter of the call
4. Consideration and action on the subject matter
5. Adjournment
ARTICLE VIII– COMMITTEES
1.
All committees shall be appointed by the Commodore at or prior to the first
(1st) meeting of the membership after the election of officers. Only members in good
standing shall be eligible to serve on committees. The Commodore shall be an ex-officio
member of all committees. The Standing Committees shall include the Social
Committee, Rules Committee, Membership Committee, and Communications
Committee.
2.
The Social Committee shall be responsible for recommending and arranging
for entertainment.
3.
The Membership Committee shall assist in handling application for
membership and stimulating interest in attendance at monthly meetings.
4.
The Rules Committee shall prepare and present to the membership for
ratification rules of conduct as required. Members of this committee shall take
responsibility for observance of rules and Bylaws. This committee shall publish the rules
and Bylaws to all members periodically and furnish a copy thereof to new members.
5.
The Communications Committee shall be responsible for notifying the
membership of meetings and special events.
ARTICLE IX – FEES AND DONATIONS
1.
The dues for all members of the Club shall be set by the board of directors.
2.
Dues shall be paid monthly, quarterly, or annually, in advance at the
discretion of each member.
3.
Any member not paying his dues within forty five (45) days of the date due
shall be notified by the Treasurer and upon failure to pay within thirty (30) days after
such notification, shall become a lapsed member and be fined one month’s dues monthly
until the account is paid-up. Upon the Treasurer reporting either to the Board of
Directors or to a regular or special meeting of the Club that a member has let his
membership lapse under the provisions hereof, his name shall be dropped from the rolls
and he shall be denied the rights and privileges of Club membership.
4.
Members called to active military service shall continue in good standing
without further payment of dues until the beginning of the month after their release from
active service and return therefrom.
5.
Donations to the Club may be accepted by action of the Board of Directors
or by the members in a membership or special meeting and thereafter become Club
property.
ARTICLE X – DISCIPLINE
1.
An officer or director is automatically relieved from office if he is absent
from three (3) consecutive business meetings unless he is excused by a majority vote of
the Board of Directors.
2.
All vacancies in offices shall be filled by the remaining members of the
Board by electing a member in good standing to serve until the next annual election, at
which time the unexpired term shall be filled in accordance with Article VI of these
Bylaws.
3.
Members will be notified, in writing, two weeks prior to consideration of
any Board action that may affect their membership; status or use of club facilities, to
allow them to be present at the Board meeting if they so desire.
4.
The Board of Directors will administer discipline and penalties for violation
of these Bylaws. Penalties may include reprimand, fine, limited privileges, expulsion
from the Club, or legal action.
ARTICLE XI – AMENDMENTS
1.
These Bylaws may be amended by a vote of three-fourths (3/4) of the
members voting at any annual or regular meeting of the Club, or any special meeting of
the Club called for that purpose; provided, however, that before final action on any
amendment to these Bylaws:
a.
Notice of the substance of the proposed change in the Bylaws shall
be communicated by the Secretary to all members of the Club, with the notice of the
annual meeting, or at least five (5) days before any special or called meeting of the Club
at which such change is to be discussed.
b.
The proposed Amendment to the Bylaws shall have been read to the
embers of the Club at an annual or a regular meeting of the Club or a special meeting of
the Club called for the purpose and subject to debate and amendment from the floor.
c.
At least ten (10) days before the meeting in which the amendment to
the Bylaws is to be voted on, the Secretary shall communicate to each member a copy of
the amendment to the Bylaws in its final form, together with a ballot. Ballots shall
clearly reflect by reference the matter to be voted on and each member shall mark his
ballot either “for” or “against” the amendment.
2.
Ballots of members in good standing only shall be accepted. The member
shall sign his name on the ballot so that the Judges of the Election may determine that he
is qualified to vote, but his name shall not be divulged by the Judges of the Election.
Secret ballots may be cast by mail or in person when the polls are open and shall be
handled, counted, and the results reported, all in accordance with the procedures provided
for in Article VI.
3.
In the event that such matters are to be voted on at other than an annual
meeting, the Commodore shall appoint three (3) members of the Club to be designated
Judges of the Special Election, none of whom shall be Officers or Directors of the Club.
One (1) such member shall be designated Presiding Judge of the Special Election. Secret
ballots may be cast by mail or in person when polls are open, and shall be handled,
counted, and the results reported, all in accordance with the procedures provided for in
Article VI.
ARTICLE XII – BUDGET
1.
The officers and committee Chairs shall develop a proposed annual budget
for the Club’s operations, from January 1st through December 31st, including:
a. Income expectations by type, timing and amount.
b. Expenditure expectations by item, timing, amount and committee or
officer responsible.
2.
A copy of the proposed budget shall be developed by the officers and
approved by the general membership at the annual meeting.
3.
At the Annual meeting, the proposed budget shall be explained by the
officers or committee Chairs responsible with opportunity for suggested modification or
revision by the members present.
4.
A revised budget will be prepared, based on the input from the Annual
meeting, and communicate to all members.
5.
At the Annual meeting, the revised budget shall be fully discussed with
opportunity for modification and finally adopted by the members present.
6.
The Club budget shall be a working tool that allows individual officers and
committee Chairs to plan activities and carry out the responsibilities of their positions.
7.
Any expenditure by any member in the Club’s behalf must be authorized in
advance in one of the following ways:
a. Exist as a line item in the approved Club budget
b. Be approved after open discussion at a regular monthly membership
meeting, or
c. Be approved by the Board of Directors at a meeting called to act on
the expenditure.
8.
The Treasurer shall prepare a monthly report for the Board of Directors or
the membership meeting, which shows all the receipts and expenditures for the previous
month and for the year-to-date, as compared to the budget, with variances duly noted for
information or action by the Board of Directors or the membership, as appropriate.
9.
The responsibility for expense incurred in excess of the budget is that of the
person authorizing said expenditure, and the Treasurer may not pay invoices that do not
conform to the requirements of this article, unless a genuine emergency has existed.