WATERFORD YACHT CLUB CORPORATION
AMENDED AND RESTATED
CONSTITUTION AND BYLAWS
Name, Purpose, Insignia and Fiscal Year
Section 1, Name
The name of this organization shall be the Waterford Yacht Club Corporation (hereinafter referred to as the Club).
Section 2, Object and Purpose
It shall be the object and purpose of the Club to sponsor and conduct yachting events and provide social and educational events for its members.
Section 3, Insignia
The Seal and Burgee of the Club shall be shown on the attached illustration. Other insignias and the usage of insignias and flags shall follow the customs that are established by the New York Yacht Club
Section 4, Fiscal Year
The fiscal year of the Club shall begin January 1 of each year and continue until December 31, the fiscal year coinciding with the normal calendar year.
Membership, Dues, Fees, Assessments and Distributions
Section 1, Membership
Membership in the club shall be by the consent of the Executive Committee and all members must be over 21 years of age. All members are entitled to attend all club events at the event fee, if any, established for members. All live-at-home children under the age of twenty-one of the members are entitled to attend all club events at the event fee, if any, established for children. All guests of the members are entitled to attend all club events at the event fee, if any, established for guests. Event fees are to be established on a case by case basis by the Executive Committee. All members shall enjoy all reciprocal privileges of membership.
Classes of Membership: Charter, Regular, Shore, Inactive and Honorary
Membership Requirements: All classes of members shall be those persons who have been elected by the Executive Committee pursuant to the rules and regulations of the club. Members shall be elected without reference to race, religion, creed, residence, gender, or national origin, in full compliance with all equal opportunity regulations of the federal and state government. All members must immediately notify the club in writing of any change of address, and by failure to do so, shall be deemed to have waived any notice provided for under these Bylaws. Every member shall fill out and sign a Renewal Membership Application on an annual basis.
Charter and Regular Membership: Charter Members are Regular Members who were the first memberships accepted by the Club as of September 30, 1999. No additional Charter Memberships shall be created. Each Charter Membership shall be retired upon the resignation or termination of any Charter Membership’s regular membership.
Each Regular Membership may include the applicant and their spouse or significant other as Regular Members. The applicant for Regular Membership must be a boat owner and maintain a slip at Waterford Harbor Marina at the time of application. There shall be one vote per membership, which may be exercised by either member. Regular Members are eligible to hold an office in the Club.
Shore Membership: Each Shore Membership may include the applicant and their spouse or significant other as Shore Members. The applicant for Shore Membership must own a home or home site in Waterford Harbor, and be a social member of the Waterford Harbor Marina at the time of application. There shall be one vote per membership, which may be exercised by either member. Shore Members are not eligible to hold the positions of Flag Officers in the Club.
Inactive Membership: Regular Members and Shore Members who are transferred out of the greater Houston/Galveston area or who are engaged in extended cruising, may apply to the Executive Committee for Inactive Membership. While in Inactive status, these members are not eligible to vote or hold an office in the Club.
Honorary Membership: Suitable persons may be elected to a one-year Honorary Membership by unanimous vote of the Executive Committee and shall hold that membership at the pleasure of the Committee. Each Honorary Membership may include the elected person and their spouse or significant other. Honorary Members shall be exempt from the payment of the initiation fee and dues. Honorary Members have no right, title or interest in the property of the Club. Honorary Members are not eligible to vote or to hold an office in the Club.
Division of Membership: Upon the petition of either member, the Executive Committee may elect to divide a Regular or Shore Membership into two separate Regular or Shore Memberships. The Committee shall determine whether, under the circumstances, a new initiation fee shall be required to establish the additional membership.
Membership Application: Any person desiring to become a member of the Club shall make written application for membership in such form as prescribed by the Membership Committee and, by meeting the prescribed requirements therein, shall be approved, unless rejected by a vote of two-thirds of the Executive Committee.
Election to Membership: Notice of election to membership to the Club shall be given to the applicant, together with a statement of dues and fees then payable. Payment of said dues and fees shall constitute acceptance by the new member of such election and the agreement by the new member to abide by the bylaws and rules so defined by the Club.
Membership Termination: Any member may terminate their membership at any time. Paid dues and fees shall not be refunded. The Club may terminate a member for failure to pay current dues and/or fees within sixty (60) days of the due date, or by written request of two-thirds of the membership or three-fourths of the Board of Directors.
Section 2, Dues and Fees
Each member, upon admission to the Club, shall pay to the Club an initiation fee and such annual dues as are established.
A. The amount of the initiation fees, annual dues and any assessments necessary for the operation of the club, shall be set by the General Membership at an annual or special meeting of the Club, upon the advice of the Executive Committee.
B. Annual dues are payable on or before January 30 of each year. Dues shall commence from the time of election to membership.
C. Any person submitting a Membership Application on or after July 1 of a Fiscal Year, shall pay for that Fiscal Year: (i) the amount of the initiation fees; (ii) one-half (1/2) annual dues; and, (iii) any assessments set by the General Membership after Election to Membership.
Section 3, Distribution
No part of the net earnings of the Club shall inure to the benefit of, or be distributed to, members, trustees, officers, or other private persons, except that the Club shall be authorized to pay reasonable compensation for services rendered and to make payments and other distributions in furtherance of the purposes set forth in Article I.
Officers and Directors
Section 1, Officers
Officers shall be nominated in accordance with the provisions of Article 5, Section 7, and elected by vote of the membership at the annual meeting of the Club. The new officers shall take office at the close of said annual meeting and serve for one year, or until their successors have been qualified and elected. All officers are eligible for re-election. Officers to be elected shall be Commodore, Vice Commodore. Rear Commodore, Fleet Captain, Secretary, Treasurer, Social Director and Three Directors at large. Only Charter and Regular Members are eligible to be elected as Flag Officers of the Club. Members may hold only one office. The Commodore, Vice Commodore, Rear Commodore, and Fleet Captain shall be the Club’s “Flag Officers.”
Section 2, Duties
Commodore: The Commodore shall command the fleet, preside over meetings of the club and of its Executive Committee, appoint standing and special committees of the club, and serve, ex-officio on all standing and special committees, except the Nomination Committee.
Vice Commodore: The Vice Commodore shall aid and assist the Commodore as requested.
Rear Commodore: The Rear Commodore shall aid and assist the Commodore and Vice Commodore as requested.
Fleet Captain: The Fleet Captain shall be the Executive Officer of the Commodore and promote intra-club and inter-club racing and cruising, and shall arrange for the presentation of trophies.
Secretary: The Secretary shall record, maintain and have custody of the records and rolls of the Club, other than those of a financial nature. The Secretary shall maintain the correspondence of the Club and shall report annually to the membership on the conduct of the office.
Treasurer: The Treasurer shall maintain the financial records and accounts of the Club, and shall have the authority to disburse the funds of the Club, by check only, pursuant to the budget, or on the instructions of the Executive Committee. The Treasurer shall ensure that all taxes are paid and shall promptly turn over to a successor, all records and assets of the club. The financial records of the Club shall be subject to inspection by any member upon written request, and from time to time, shall be audited upon request of the Executive Committee.
Vacancies in Office: Any vacancy in an elected office, for whatever, reason, shall be filled by the Board of Directors.
Directors: Duties of at large Directors shall be assigned annually by the Commodore.
Social Director: The Social Director shall be in charge of the planning and execution of the social program and shall be chairman of the social committee. The director will also be in charge of arranging for the provisions necessary to implement the social programs.
Section 1, Annual Meeting
An Annual Meeting of the General Membership shall be held in the month of January of each year for the purpose of electing officers and for the transaction of such business as may properly come before the membership A notice of the time and place of the meeting shall be mailed to each member at least two weeks in advance of the meeting.
Section 2, Special Meetings
Special Meetings may be called by the Commodore when, in his judgment, such a meeting will serve a useful purpose to the Club, or by twenty (20) Charter or Regular Members. Notice of the place and time of the meeting, together with an agenda, will be mailed to the membership in sufficient time that the members may be present for the meeting. The Special Meeting will address only such matters as are included in the agenda of the meeting.
Section 3, Quorums
A simple majority of the voting members of the Board shall constitute a quorum for any Board meeting A quorum necessary for the transaction of business at any membership meeting shall be thirty (30) Regular or Shore Memberships and/or their written proxy, excluding Officers and Directors, or a number of memberships and/or their written proxy equaling one-third of the total Regular and Shore Memberships. A membership counts as one vote even if that membership consists of two members.
Section 4, Rules of Order
The conduct of business at all meetings of the Club or its committees shall be governed by Roberts Rules of Order Revised.
Section 1, Standing Committees
The Standing Committees of the Club shall include Executive, Membership, Social, and Race and Regatta Committees.
Section 2, Executive Committee
A. The Executive Committee shall consist of the Commodore, Vice Commodore, Rear Commodore, Fleet Captain, Secretary, Treasurer and the Immediate Past Commodore along with the Social Director and three Directors at large.
B. The Executive Committee shall act for the members between meetings. They shall have the general control of all property of the Club, supervise the finances of the Club, examine reports of the committees of the Club, approve expenditures of a routine nature, make rules for safe and secure operation of the Club as may be required within the provisions of the Bylaws, and take final action on the admittance or termination of members. The members of the Executive Committee shall constitute the Directors of the Corporation and shall be voting members of the Board of Directors.
Section 3, Membership Committee
The Membership Committee shall consist of the Vice Commodore as Chairman and two or more members appointed by the Commodore and the Executive Committee. The committee shall endeavor to stimulate interest in Club membership by those who are eligible and shall investigate and recommend to the Executive Committee upon all applicants for membership
Section 4, Social Committee
The Social Committee shall consist of a Chairman together with such additional members as may be required, all appointed by the Commodore and the Executive Committee. It shall provide for and manage the social events that are sponsored by the Club and produce the Club newsletter. During the planning of any inter-club event, this committee and the Race & Regatta Committee shall share responsibility for the social events thereof
Section 5, Race & Regatta Committee
The Race & Regatta Committee shall consist of the Fleet Captain as Chairman and four or more members appointed by the Commodore and the Executive Committee. It shall plan, arrange and supervise the conduct of races, regattas, rallies and cruises held by the Club, exercise general management and control, and make such rules as are needed to govern these matters. The activities of the Committee shall be under the general supervision of the Executive Committee.
Section 6, Special Committees
Special Committees may be appointed from time to time for a particular purpose Such committees shall be appointed by the Commodore and the Executive Committee.
Section 7, Nominating Committee
A Nominating Committee shall be appointed by the Commodore and approved by the Executive Committee at its October meeting. The Committee shall consist of one member of the Executive Committee, but not the Commodore, and two members in good standing who are not members of the Executive Committee. This Committee shall elect its own Chairman and, at least four weeks prior to the annual meeting, shall submit to the Commodore a nominee for each elective office to be filled at the Annual Meeting. The Commodore shall direct the Secretary to deliver the list of nominees to the General Membership at least two weeks prior to the Annual Meeting. Additional nominations may be received by the Secretary, from the membership, under the following conditions: nominations must be received by the Secretary no less than seven days prior to the Annual Meeting, and the nomination shall be signed by no less than five members, and include the written consent of the nominee.
Amendments to the Bylaws
The Constitution and Bylaws may be amended or repealed at any annual or special meeting of the Club where a quorum exists as described in Article IV, Section 3 by the two-thirds vote of the total of the number of Regular and Shore Memberships present plus the number of Regular and Shore Memberships voting by written proxy. Such amendment or amendments shall be proposed in writing to the Executive Committee at least one week prior to the timely notice to the membership of the upcoming meeting. Any proposed amendments and the proxy form will be submitted in the written notice of the meeting.
ADOPTED JANUARY 2011.
The Constitution and Bylaws may be amended or repealed at any annual or special meeting of the Club where the number of Directors at large as described in Article III, Section 1 includes four Directors at large.
ADOPTED JANUARY 2014