Ballena Bay Yacht Club By-laws Last Amended: April 1. 2006 
Table of Contents One Name 2 Two Purpose 2 Three Membership 2 Four Officers and Their Duties 5 Five Board of Directors 7 Six Committees 10 Seven Meetings 12 Eight Elections 13 Nine Club Facilities and Property 16 Ten Funds 16 Eleven Removal of Club Officer or Director 17 Twelve Suspension and Expulsion of Members 17 Thirteen Burgee 18 Fourteen Seal 18 Fifteen Rules of Procedure 18 Sixteen Amendments 19 / ------------------------------ ARTICLE ONE - NAME Section 1 The name of this organization shall be the Ballena Bay Yacht Club ARTICLE TWO - PURPOSE Section 1 The purpose of this Club shall be to provide for its members facilities activities and programs that are appropriate to yachting. ARTICLE THREE - MEMBERSHIP Section 1- Eligibility for Membership Membership shall be available to an adult or adults who satisfy the membership acceptance procedure provided in these by-laws. A member is defined as follows: (1) A married couple; or (2) An individual; or (3) A couple residing together who jointly designate themselves as a single member. Each member shall have one vote. Section 2 - Classes of Membership 2.1 Regular Members 2.2 Corresponding Members --members whose residence and boat slip is at least 200 miles from the Club facilities 2 2.3 Senior Members --Members who are 65 years of age may apply to the Board for senior membership status. 2.4 Special Members -elected to membership under provisions whereby the member pays less than the current dues. Such lesser amounts shall be as specified by the Board from time to time on an individual basis. 2.5.1 Status of Special Memberships Special Memberships shall continue for such a period, and entitle the holder thereof to such privileges (excepting voting, holding office, acquiring an interest in the property of the Club or transferring their membership) as the Board shall from time to time prescribe. 2.5.2 Review of Special Memberships The Board shall, at least annually, review all Special Membership and cancel the memberships of those persons who, in the Board's opinion, should apply for regular membership. 2.6 Associate Membership -- Associate members are regular members in good standing of other yachting oriented organizations approved by the Board as eligible clubs or organizations. The terms and conditions of this membership shall be established by the Board of Directors. Section 3 - Induction of Regular Members 3.1 Sponsorship of Applicants All membership applications must be sponsored by two Regular Members, verifying that the applicant is personally known to them. The sponsoring members, by signing the application, are assuring the Club that they have apprised the applicant of the benefits and responsibilities of the class of membership for which he/she is applying. 3.2 Application Procedures 3.2.1 Applicants shall submit their applications together with a check 3 for the first, last and one month dues as a security deposit, or in such amount as the Board shall determine, to the Chairperson of the Membership Committee. 3.2.2 The Membership Committee shall then post all applications so received on the Club Bulletin Board for a period of not less than fifteen (15) days. During this period, the membership may register with the Membership Committee any valid objections that they may have to the applicant. 3.2.3 The Membership Committee shall submit its recommendation on each applicant to the Board Members through email or at the next regular Board meeting. 3.2.4 The Board shall accept or reject membership applications through email with a minimum of response of six (6) officers and/or Directors; or at the Board meeting in which they are presented, except that by unanimous consent of the Board members present the application may be tabled to the next Board meeting. A membership application shall be rejected if it receives three negative votes by the Board Members. 3.2.5 Applicants shall be notified as soon as possible of the Board's decision. If the applicant is approved, helshe shall be asked to appear for induction at a General Membership meeting of the Club. Section 4 - Induction of Special Members The procedure for processing applications for Special Membership shall be determined by the Board on an individual basis. Section 5 - Resignation A member may resign by notifying the Board in writing 30-days in advance. Section 6 - Transfer of Membership Until such a time as the membership of the Club may be limited in number, and the assets thereof be declared proprietary interests divided pro rata among the 4 Regular Members of the Club, membership in the Club shall not be transferable, except as specified below, and all interests therein shall be forfeited upon a member's resignation, death or expulsion from the Club. Section 7- Leave of Absence The Board may, upon written application, grant to a member in good standing a dues-free leave of absence for a period of not less than six (6) months and not more than eighteen (18) months. All Club privileges shall be suspended during the leave of absence period. Section 8 - Maintenance of Membership Maintenance of membership shall be contingent on the prompt payment of all fees and dues as shall be established by the Board from time to time. Fees and dues to include bar charges and clothing purchases. 8.1 All fees and dues are payable no later than thirty (30) days after the beginning of each calendar quarter, e.g., by January 30, April 30, July 30, and October 30. 8.2 Any member who is delinquent in the payment of any fees or dues owed to the Club for more than ninety (90) days shall have all privileges of membership automatically suspended. The Treasurer shall notify such member in writing. Membership shall only be restored to a suspended member upon payment to the Club of all fees and dues owed. ARTICLE FOUR - OFFICERS AND THEIR DUTIES Section 1 - Officers The officers of the Club shall be Commodore, Vice Commodore, Rear Commodore, Secretary, Treasurer, Port Captain and Social Events Coordinator. The Board may appoint additional officers as the Board deems necessary. Such additional officers shall be non-voting members of the Board. 5 Section 2 - Duties of Officers 2.1 Commodore The Commodore shall preside at all meetings of the Club and of its Board, shall enforce all the rules and regulations and shall be the executive officer of the Club. He/she shall appoint all Standing and Special committees described in ARTICLE SIX. 2.2 Vice Commodore The Vice Commodore shall perform the duties of the Commodore in the latter's absence, and shall be chairperson of the Membership Committee. 2.3 Rear Commodore The Rear Commodore shall perform the duties of the Commodore in the absence of the latter and of the Vice Commodore, and shall be chairperson of the House Committee. 2.4 The Commodore, Vice Commodore and Rear Commodore shall all be persons who have demonstrated an interest in boating and actively participate in either racing or cruising activities of the Club. 2.5 Secretary The Secretary shall keep a true record of the proceedings of all meetings of the Club in the club office, and shall notify all members of the time and place of meetings. The Secretary shall automatically be Secretary of the Board, and shall conduct such correspondence as may be required or as directed by the Vice Commodore or Board. 2.6 Treasurer The Treasurer shall collect all monies due to the Club and shall pay from Club funds all bills contracted by and for the Club, upon approval by the Board. He/she shall keep a correct mailing list of the members and their 6 addresses. The Treasurer shall keep a correct account of the receipts and expenditures in records provided for that purpose, and shall furnish the Chairperson of the Membership Committee with a list of all fees and dues collected from members at intervals not to exceed one month. He/she shall make a report at each General Membership and Board meeting, and at such other times as instructed by the Board, of all receipts and expenditures, the amount of cash on hand, unpaid bills and delinquent dues. The Treasurer shall cause to be filed with the appropriate state and federal authorities all necessary tax returns in a timely manner. 2.7 Port Captain The Port Captain shall be responsible for the coordination and supervision of all Club activities that require the use of Ball ena Isle Marina harbor facilities. Coordination will be guided by written policy adopted by the Board. 2.8 Social Events Coordinator The Social Events Coordinator shall be responsible for planning, budgeting and coordinating social events, such as dinners and dances. This may include recruiting, training and supervising volunteers; pricing and cooking menus; purchasing food, paper products, and cleaning supplies; decorating before and cleaning up after events. ARTICLE FIVE - BOARD OF DIRECTORS Section 1- Composition of the Board The seven (7) annually elected officers, (Commodore, Vice Commodore, Rear Commodore, Secretary, Treasurer, Port Captain, Social Events Coordinator, Past Commodore (to remain also if the Commodore is re-elected) and the three Directors elected from the membership at large shall constitute the Board of Directors of the Ballena Bay Yacht Club. The term of office for each of the three (3) Directors shall be three (3) years, and the elections to such office shall be staggered so that one Director is elected each year. 7 Section 2 - Powers of the Board 2.1 General The Board of Directors shall manage the business and property of the Club and shall exercise all powers, except those herein expressly reserved to the members of the Club. The Board has authority to perform all duties and make decisions that are within the realm of Club management. 2.2 Specific Powers Without limiting the generality of the forgoing, the Board shall have the power to: (a) select and remove all agents and employees of the Club; (b) conduct, manage and control the affairs and business of the Club; (c) designate and determine the time and place for all regular and special General Membership meetings and regular and special Board meetings; (d) borrow money and incur indebtedness on behalf of the Club and cause to be executed and delivered for Club purposes and in the Club's name, promissory notes and other evidences of debt; (e) execute leases, whether real or personal, or any renewals or extensions thereof, on behalf of the Club; Section 3 - Meetings of the Board 3.1 Member's Right to Attend Meetings The meetings of the Board shall be open to any member in good standing, except that the Board may, by unanimous consent, deal with certain specific 8 matters in closed executive session. 3.2 Time and Place The Board shall meet monthly at a time and place established by the Commodore and approved by the Board. 3.3 Quorum No business can be conducted unless a quorum of six (6) voting Board members is present at any Board meeting. 3.4 Minutes The Board shall cause minutes of their proceedings to be kept, and shall report these minutes at each following General Membership meeting. 3.5 Absence of Board Members Any Board member who is absent from three (3) successive Board meetings or five (5) Board meetings in any calendar year shall be automatically removed from office and/or directorship. 3.6 Vacancies on the Board or in an Officer ship In the event of the death, resignation or removal of a director or an officer, the commodore shall, with the approval of the remaining directors, appoint a replacement to serve hislher unexpired term. Any officer or director appointed by the Commodore and approved by the Board shall be ratified by the members at the next succeeding General Membership meeting. 3.7 Actions Without a Meeting Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to that action. Any action by written consent shall have the same effect as a unanimous vote of the Board of Directors. All such written consents shall be filed with the minutes of the proceedings of the Board of Directors. 9 ARTICLE SIX - COMMITTEES Section 1 - Appointment of Committees The Commodore, with the approval of the Board, shall appoint all Standing Committees and Special Committees of the Club and determine the number of members thereon. The Commodore shall designate a chairperson for each committee, unless the chairpersonship has been assigned to a specific officer of the Club in accordance with ARTICLE FOUR of these by-laws. The chairperson of each committee shall appoint the other members of their committee. Each committee shall have a minimum of three (3) persons. 1.1 Commodore as ex officio member The Commodore shall be a member, ex-officio, of all committees of the Club except for the Nominating Committee. 1.2 Annual appointments for Standing Committees The appointment of Standing Committees shall be made annually not later than the second regular meeting of the new Board. 1.3 Terms of office for Standing Committees The terms of office of all Standing Committees shall be from appointment until their successors are named. 1.4 Each committee of the Club shall act in an advisory capacity and consider matters of policy within its jurisdiction. All actions of committees of the Club shall be subject to approval by the Board. Section 2 - Standing Committees The standing committees of the Club and their duties shall be as follows 2.1 Cruise Committee: To arrange and publicize a series of Club cruises at reasonable intervals throughout the year. 10 2.2 Finance Committee: To review the Club's financial position from time to time and make recommendations on financial matters, including but not limited to: (a) changes as required in the initiation fee and dues, (b) appropriate investment of the Club's funds, (c) methods of financing capital expenditures and long range program, (d) budgetary projections. 2.3 House Committee: To administer the operation of all Club facilities and insure compliance with all House Rules that may be adopted. The Rear Commodore shall be chairperson of the House Committee. 2.4 Membership Committee: To encourage and solicit new members for the Club and to recommend to the Board acceptance or rejection of applicants for membership. The Vice Commodore shall be Chairperson of the Membership Committee. 2.5 Program Committee: To prepare and conduct appropriate programs pertaining to yachting for presentation at General Membership meetings of the Club. 2.6 Publicity Committee: To disseminate publicity pertaining to Club activities to the membership and to the appropriate media. 2.7 Race Committee: To program, administer and regulate all yacht racing events sponsored in whole or in part by the Club. 2.8 Social Committee: To initiate and administer appropriate social events sponsored by the Club. 2.9 Power Squadron: To prepare and conduct appropriate programs pertaining to power boating for members of the Club. 2.10 Whale's Tail Editor: To prepare and distribute the Whale's Tail publication to members. 2.11 Merchandise Committee: To stock and sell merchandise, primarily clothing, for the profit of the Club. 2.12 Webmaster: To operate and up-date BBYC's website. 11 Section 3 - Special Committees Special Committees deemed necessary by the Commodore shall be appointed by him with the approval of the Board to act or report to the Board with respect to special circumstances, matters or problems. Section 4 - Quorums A quorum of any committee shall consist of a majority of the members appointed thereto, except that in the case of the Nominating Committee a quorum shall require four-fifths (4/5) of the membership thereof. ARTICLE SEVEN - MEETINGS Section 1 - Regular General Membership Meetings Regular General Membership meetings shall be held monthly at an appropriate time, place, and date designated by the Commodore and the Board and announced at the prior General Membership meeting. At the discretion of the Commodore one regular meeting each year may be omitted, other than the October or November meetings. 1.1 The regular General Membership meeting of October shall include the presentation of the report of the Nominating Committee and opportunity for additional nominations from the floor. 1.2 The regular General Membership meeting of November shall be designated as the Annual meeting and include the election of officers for the forthcoming year . 1.3 A quorum for regular General Membership meetings shall consist of fifteen (15) members in good standing, or ten percent (10%) of the membership in good standing, whichever is greater. Section 2 - Special General Membership Meetings Special meetings of the General Membership may be called by the Board at its discretion, or shall be called within ten (l0) days of receipt by the Secretary of a written request for such a meeting, signed by at least fifteen percent (ISo/C}) of the 12 ------------------------------------------------- members in good standing, setting forth the reason for such meeting. 2.1 All members in good standing shall be advised in writing not less than five days prior to any special General Membership meeting and such notification shall include the reasons for the meeting. 2.2 A quorum for special General Membership meetings shall consist of fifteen (15) members in good standing or ten percent (10%) of the membership in good standing, whichever is greater. Section 3 - Regular Meetings of the Board of Directors A regular meeting of the Board shall be held monthly at an appropriate time, date, and place designated by the Commodore and approved by the Board. The time, date, and place of Board meetings shall be announced by the Commodore at the prior Board meeting and at regular General Membership meetings. In addition, the information shall be published in the official Club publication and posted on the Club bulletin board. 3.1 The regular Board meeting preceding the December General Membership meeting may be held at any time after November 14th at the discretion of the incoming Commodore. This meeting shall be the date on which the new Board assumes office and the annual terms of office of members of the Board shall commence and terminate as of this meeting. Section 4 - Special Meetings of the Board of Directors A special meeting of the Board may be called by the Commodore or by the request of four Directors. Notice of special Board meetings shall be provided to each Director not less than five (5) days prior to the meeting and shall state the purpose of the special meeting. Section 5 - Proxy Voting Proxy voting shall not be allowed at any meeting of the General Membership or of the Board. ARTICLE EIGHT - ELECTIONS 13 Section 1 - Special Elections A special election shall be called to fill a vacancy caused by the creation of a new elective office and may, at the discretion of the Board, be called to fill vacancies caused by resignation, removal from office or death. Special elections will be held at regular General Membership meetings. Section 2 - Notification of Special Elections Written notification of elections shall be made to the membership at least five (5) days prior to their being held. Section 3 - Annual Election The annual election to fill expired terms of office will be held at the November General Membership meeting of each year. Newly elected officers shall take office on the first day of January following their election. Section 4 - Nominating Committee I I I -, At the regular Board meeting preceding the September General Membership meeting of each year, the Commodore shall, with the approval of the Board, appoint a Nominating Committee of five members, one of whom shall be designated as chairperson. No more than one (1) member thereof shall be a member of the Board at the time ofhislher appointment. I 4.1 It shall be the duty of the Nominating Committee to place in nomination at the October General Membership meeting the names of one or more candidates, who shall have indicated hislher willingness to accept such nomination, for each elective officer of the Club for which a vacancy will occur in the following year . 4.2 Insofar as it may be reasonable to do so, the Nominating Committee shall refrain from nominating any of its own members. In no event shall it do so for more than one office. 4.3 Immediately upon their appointment, the Secretary shall notify the membership of the names of the members of the Nominating Committee in order that the membership may communicate to them, either in writing or in 14 person, their suggestions for persons to be nominated. Section 5 - Right to Vote in General Election The right to vote at any election shall be restricted to regular members in good standing, and proxy voting shall not be allowed. Section 6 - Method of Election All elections shall be by secret written ballot and a majority of all votes cast shall be necessary for election. In the event that no candidate shall receive a majority of all votes cast, a run -off election shall be held immediately between the two candidates receiving the greatest number of votes. 6.1 If there is a tie vote for any elective office, a run-off election will be held within two weeks. Section 7 - Quorum A quorum for any election shall be that required for a General Membership meeting. Section 8 - Absentee Ballots A member may apply for an absentee ballot in writing to the Secretary no later than three (3) weeks before the November membership meeting, and the completed ballot must be received by the Secretary one hour before the November General Membership meeting. 8.1 Electronic Voting: Any member in good standing who desires to vote bye-mail, shall request from the Secretary, within the time allowed for requesting an absentee ballot, and an e-mail ballot which the Secretary shall forthwith e-mail to the requesting member. The member voting bye-mail shall mark the ballot and e-mail it to the Secretary within the time allowed for casting an absentee ballot. The Secretary shall not divulge the content of any e-mail ballot to anyone prior to the e-mail ballots being counted and recorded, along with all other ballots cast at the time of the election. Votes 15 cast by absentee ballot or e-mail ballot are irrevocable unless changed or withdrawn by the voting member in person by no later than 7:00 p.m. on the day of the election. ARTICLE NINE - CLUB FACILITIES AND PROPERTY The usage, privileges and rules pertaining to Club facilities and property shall be determined by the Board and published as House Rules. They shall be applied uniformly to all members. ARTICLE TEN - FUNDS Section 1 - Custody and Records The Treasurer shall have custody of all funds of the Club and shall maintain an accurate record receipts and disbursements in a set of suitable records, which shall be the property of the Club. Section 2 - Budget Each committee Chairperson shall be responsible for submitting hislher proposed budget in writing to the Finance Committee no later than February 15th of each year. The Finance Committee shall be responsible for reviewing such requests and for submitting a consolidated budget to the Board with their recommendations, at the regular Board meeting preceding the March General Membership meeting. 2.1 Any purchase commitments contemplated by a committee chairperson that were not provided for in hislher final approved budget, or which is in excess often percent (10%) above the budgeted amount, may not be consummated without special Board approval. Section 3 - Financial Statements The Treasurer shall make income and expense reports to the Board and General Membership monthly. Said reports shall be presented to the Board and General Membership in writing, quarterly. The Treasurer shall at year- end prepare a written balance sheet. Section 4 - Check Signatures 16 All checks drawn on the treasury of the club must be signed by any two of the following officers: Commodore, Vice Commodore, Rear Commodore, Secretary, Treasurer; provided, however, that any check drawn for $600 or less may be signed by anyone of the said officers. ARTICLE ELEVEN - REMOVAL OF CLUB OFFICER OR DIRECTOR Section 1 - Removal of Elected Person Charges of gross misconduct or neglect of duty against an elected officer or director can be made by any member by submitting to the Commodore (or Vice Commodore, if the Commodore is so charged) a petition containing the basis for such charge and the signatures of one-fifth (1/5) of the voting membership. The Commodore (or Vice Commodore) shall then notify, by first class mail, each member that a special meeting shall be held, in not less than ten (10) days nor more than twenty (20) days to determine the validity of the charges made. A copy of the petition shall be mailed by the Commodore (or Vice Commodore) to the officer or director against whom the charges have been made. A quorum at the special meeting shall be as prescribed in ARTICLE SEVEN. An affirmative vote for the charges by two- thirds (2/3) of such quorum shall be deemed proof of misconduct and result in the automatic removal from office of the person so charged. Section 2 - Removal of Appointed Persons A person holding an appointed office may be removed from office by the Commodore upon approval of the Board. ARTICLE - TWELVE - SUSPENSION AND EXPULSION OF MEMBERS Section 1 - Suspension For any violation of the Club rules, or for objectionable conduct, any member may be suspended from the privileges of the Club by the Board for such period as they may elect, not, however, exceeding sixty (60) days. Members so suspended shall continue to be responsible for payments of dues Section 2 - Expulsion 17 A member may be expelled from the Club for the violation of Club rules or conduct detrimental to the good of the Club. Upon written request from any" member, or acting on its own discretion, the Membership Committee shall conduct an investigation to gather information pertaining to charges of an expulsion against a Club member. The findings of this investigation shall be transmitted to the Board. The Board shall send a copy of the charges made to the concerned member at least ten (10) days in advance of the meeting which such charges shall be transmitted to the membership for action. 2.1 An affrrmative vote of the members of the Board will be sufficient to expel from the Club any member charged with offenses against the Club and duly notified as provided in the By-laws. Section 3 - Forfeiture of Rights A member of the Club having been expelled or dropped from the roll for any cause shall at once be notified by the Secretary of that fact with a statement of the reasons thereof, and he/she shall thereupon forfeit all hislhers rights, title and interest in and to the property of the Club. ARTICLE THIRTEEN - BURGEE Section 1 - Description The official burgee of the Club is described as follows: a yellow spouting whale on a field of blue. ARTICLE FOURTEEN - SEAL Section 1 - Description The Corporation shall have a Seal, upon which shall be inscribed the words "Ballena Bay Yacht Club -- incorporated November 15th, 1968." ARTICLE FIFTEEN - RULES OF PROCEDURE Section 1 - Parliamentary Procedure 18 All questions and matters of parliamentary procedure not covered by these Bylaws shall be governed by the current edition of "Robert's Rules of Order." ARTICLE SIXTEEN - AMENDMENTS Section 1 - Procedure These By-laws may be amended, repealed or new By-laws adopted at a meeting of the Club by a two-thirds (2/3) vote of the members present. The draft of the proposed Amendment must be filed with the Secretary fifteen (15) days before, and a copy of the proposed Amendment together with the notice of the meeting be mailed to each member at least ten (10) days before the date of such meeting. 19

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