Yacht Klub Polski San Francisco

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BYLAWS

Article 1 - Name

This corporation, hereinafter referred as “Club,” shall be known as Yacht Klub Polski San Francisco.

Article 2 – Purpose

The purpose shall be the promotion of yachting, athletic and social activities for membership in Polish American Community in California.

Article 3 – Club Flag

The Club Flag shall be triangular, the width at the hoist being two-thirds the length. The device shall consist of a white triangle with red diagonal cross with blue edges.

All yachts owned or exclusively controlled by Club members may fly the Club Flag.

Article 4 – Membership

There shall be the following classes of membership:

· Regular

· Guest

· Honorary

· Junior

· Significant Other of Member

a. Regular Member shall be 18 years of age or more who have paid full initiation fees and dues.

b. Guest Member may be elected by Board of Directors at any regular Club meeting by majority vote of those present and voting. Such member shall have all privileges and rights of the Regular Member except the right of voting and of holding office and shall be exempt from the payment of initiation and dues. Guest Memberships automatically expire in the end of the calendar year in which given.

c. Honorary Members shall be those Regular Members who, in the unanimous opinion of the Board of Directors have served as distinguished yachtsmen over a span of years to the credit and honor of Yacht Klub Polski San Francisco, and who in addition shall have performed outstanding acts of service to the Club. They shall pay no dues.

d. Junior Member: Junior Members shall be at least 14 and not over the day on which that Junior Member turns 18 years of age. The Board of Directors may continue an existing Junior Membership in effect beyond the Junior Member's 18th year for such a period of time as the Junior Member is enrolled on a full time basis in a school, college, university, or graduate school. The Junior Member shall have no voting privileges.

e. The significant other of a member is also a member. A significant other member shall have none of the obligations of membership in the Club, but shall be entitled to all of the privileges of membership held by the other member with the exception that, in any vote on any issue, no more than one vote shall be cast between them. A significant other member may at any time elect to convert this class of membership to the class of the other member by assumption of the obligations of that class of membership.

Article 5 – Initiation Fees, Dues and Assessment

Initiation fees, dues and payment schedule for members shall be established by an approval of a majority vote of the members of the Club present and entitled to vote at a duly called regular or special meeting.

Article 6 - Rights and Privileges of Members

Only Regular Members shall have voting rights and the privilege of holding elective office.

The terms and conditions applicable to all classes of membership shall be fixed from time to time by the Board of Directors, except as otherwise specifically provided in these bylaws.

Membership in the Club shall commence upon election by the Board of Directors and shall terminate, except as otherwise specifically provided herein, upon acceptance by the Board of Directors of any written notice of resignation.

Article 7- Suspension and Reinstatement of Membership

A member whose dues or assessments are unpaid two (2) months after the period for which they are due (annual or quarterly) shall not be considered in good standing and shall have no vote in the meetings of the Club. He/she shall be notified of delinquency. If dues remain unpaid an additional thirty (30) days his/her name shall be dropped from the membership roll.

A member that is terminated for non-payment of dues may be reinstated to good standing upon application to the Board of Directors. The application must be accompanied by payment of delinquent dues plus the initiation fee.

The Board of Directors may grant a leave of absence to any member with good cause. During the granted time period the member will be relieved of membership dues or assessment requirements. Members in Leave-Of-Absence status shall have no vote in the meetings of the club and are not eligible to hold elective office in the club.

Article 8 - Discipline

For violation of Club bylaws, rules or for unbecoming conduct any member may be suspended from the privileges of the Club by the Board of Directors unanimous decision on recommendation by any member for such period not to exceed sixty (60) days or as The Board of Directors may choose.

A member may be expelled from the Club for the violation of Club bylaws, rules or conduct detrimental to the good of the Club. Upon written request from any member, or acting on its own discretion, the Board of Directors shall conduct an investigation to gather information pertaining to charges warranting expulsion made against a Club member. The Board of Directors shall send a copy of the charges made to the concerned member not less than ten (10) days before its meeting on the charges and said member may present his/her defense at the time. If the Board of Directors finds probable ground for expulsion, the Board shall submit a full report of charges made, results of the investigation and the Board's recommendation to the membership at the first general meeting after which this information is compiled.

An affirmative vote of two-thirds (2/3) of a quorum present at any general meeting of the Club shall be required to expel a member from the Club.

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 together with a statement of the reasons therefore and he/she shall thereupon forfeit all rights and privileges of membership.

Article 9 - Meetings

The regular meeting of the members shall be held six times a year or as otherwise set by the Board of Directors with at least seven (7) days written notice.

The Board of Directors shall submit at the general meeting of the members a report upon the affairs of the Club with such recommendations as the Board deems necessary.

There may be special meetings of the members called by the Board of Directors held not less than seven (7) days and not more than ten (10) days after notice thereof to all voting members. At the request of five or more voting members the Board of Directors shall call a special meeting of the members to be held at such time and place as shall be designated by the Chair of the Board, upon not less than seven (7) or more than ten (10) days notice thereof to all voting members. During a special meeting, only the items on the announced agenda shall be discussed.

At any meeting of the members, a quorum shall consist of twenty-five percent (25%) of the voting membership. Unless otherwise provided therein, any matter may be passed upon by the members at a duly called meeting by a vote of the majority of the members-in-good-standing present and entitled to vote, provided a quorum is present. There shall be no voting by proxy.

At any meeting of the membership, if a quorum is not established, the meeting may be postponed until a later date. Upon proper notification, the second meeting can be held not less than fourteen (14) days later than the first meeting. The members-in-good-standing present at the second meeting shall constitute a quorum.

Unless otherwise prescribed by the Chair, the order of the meeting shall be as follows:

1. Roll call and introduction of guests

2. Reading of previous minutes

3. Report of officers

4. Report of committees

5. Unfinished business

6. New business

7. Miscellaneous

8. Adjournment

Except where inconsistent with these bylaws, Roberts Rules of Order shall govern the conduct of all Club meetings.

Article 10 – Officers and Directors of the Club

The Officers and Directors of the Club shall be:

· Commodore

· Vice Commodore

· Rear Commodore

· Secretary

· Treasurer

The Directors shall be the Membership Director and a Director-at-Large. The Commodore, with the approval of the Board of Directors, may appoint such standing committees with such titles and duties as the Board of Directors shall determine.

The elective Officers and Directors of the Club shall hold office for two years, commencing December 1st.

The appointive Officers and Directors of the Club shall hold office from December 1st through November 30th, or from the date of appointment (if after December 1st) through November 30th of the following year.

Article 11 - Board of Directors

The government of the Club shall be vested in a Board of Directors consisting of the elected Officers and Directors of the Club.

The Board of Directors shall manage the affairs of the Club, control its property, and enforce the preservation of order and obedience to its bylaws, rules and regulations. It shall have power to appoint and remove all employees of the Club and to fix, reduce or increase their compensation. All appropriations of the funds of the Club shall be made by or under the direction of the Board of Directors and all disbursements of Club funds shall be made in accordance with directions prescribed by the Board of Directors. In general, the Board of Directors shall be responsible for the conduct of all affairs normally conducted by the directors of a California corporation.

The term of office for members of the Board of Directors shall be one year beginning December 1st and terminating November 30th of the following year.

The Board of Directors shall meet at least once a month for the transaction of business. At any duly called meeting of the Board, matters requiring Board attention may be passed by majority vote of Directors present.

Any member of the Board of Directors who shall absent himself/herself from three (3) consecutive meetings of the Board without rendering a sufficient reason for such action shall forfeit his/her office. It shall be the duty of the Secretary to report to the Chair upon the absence of any Director from three (3) consecutive meetings.

In the event of the resignation or removal of a Director, the Commodore may, at his/her discretion, call a special meeting, or open the next general meeting for election of a new Board member to fill the vacancy for the unexpired term.

Article 12 - Duties of the Officers and Directors

The Commodore shall act as Chair of the Board of Directors unless the Board shall otherwise determine. It shall be the duty of the Chair of the Board to act as Chief Executive of the Club. He/she shall, when present, preside at all meetings of the Board of Directors. He/she shall have the power to call special meetings of the Board of Directors for any purpose or purposes, to make and sign contracts and agreements in the name and on the behalf of the Club with the approval of the Board of Directors, and while the Directors are not in session, he/she shall have general management and control of the business affairs of the Club. He/she shall also see that the tax reports, statements and certificates required by the laws under which this Club is organized or any other laws applicable thereto, are properly kept, made and filed according to law and shall generally do and perform all acts incident to the office of President of a California corporation and which are authorized or required by law. In addition, the Commodore shall:

· Command the Club fleet

· When present, preside at all meetings of the members

It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of his/her duties and in his/her absence or in case of vacancy of the office of Commodore, to act as Commodore. The Vice Commodore may oversee the following, which may be designated as committee activities:

· Programs at monthly meetings

· Cruising

· Master Calendar of Events

It shall be the duty of the Rear Commodore to assist the Commodore and Vice Commodore in the discharge of their duties, and in their absence or in case of vacancy of these offices, to act as Vice Commodore or Commodore. In addition, the Rear Commodore may oversee the following which may be designated as committee activities:

· Race Management

· Youth Sailing

· Education

· Safety Activities

It shall be the duty of the Secretary to:

· Have custody of the Club’s seal

· Keep a minute record of the proceedings of the Club

· Keep a list of yachts owned by members of the Club with a copy thereof posted on the bulletin board of the Club

· File all documents, records, reports, and communications connected with the business of the Club

· Oversee the periodic publishing of the Club’s newsletter and/or Club’s website

It shall be the duty of the Treasurer to:

· Receive all monies belonging to the Club and disburse the same under the direction of the Board of Directors

· Make a report at each monthly meeting of the Board of Directors, or whenever called upon by the Board, of receipts and disbursements with a statement of the amount of money then in his or her custody, with proper vouchers

· Have custody of all funds of the Club, which he or she shall deposit and keep to the credit of the Club with a bank or banks designated by the Board of Directors, and in such separate accounts as they may from time to time prescribe

· Make such investment of the Club's funds, and effect the sale, transfer, or exchange of such securities owned by the Club, as may from time to time be authorized by the Board

· Prepare annually and submit to the Board of Directors a tentative budget for the ensuing fiscal year

· Prepare and submit to the members at the annual meeting a report on the financial condition of the Club

· Perform such other duties as may from time to time be assigned to him/her by the Board of Directors

It shall be the duty of the Membership Director to:

· Keep an up-to-date roll of all members of the Club

· Process membership applications in accordance with the By-Laws

· Notify new members of their election to membership by the Board of Directors

In addition, the Membership Director may oversee the following, which may be designated as committee activities:

· Membership

· Publicity

· Public Relations

The Director-at -Large represents the interests of the general membership of the Club and may be designated PICYA Delegate.

Article 13 - Accounts and Funds

The Board of Directors as a whole shall constitute the Finance Committee of the Club. They shall designate the bank or banks wherein its funds shall be deposited and shall be responsible for the Club's funds and financial affairs.

The Board of Directors shall appoint an accountant to audit the books and accounts of the Club at the end of each fiscal year (December31st) or at the end of the Treasurer's term of office if he/she does not complete a full term of office. Said audit shall be completed and reported to the Board not later than sixty (60) days after the close of the fiscal year. If the Treasurer does not complete a full term of office, said audit shall be completed and reported to the Board not later than sixty (60) days from the date the auditor is appointed by the Board of Directors.

All checks drawn on the treasury of this Club for more than $1,000.00 or such limit as determined by the Board of Directors shall be signed by any two of the following:

1. The Commodore

2. The Vice Commodore

3. The Rear -Commodore

4. The Treasurer

The Club’s fiscal year shall begin on January 1st of each year.

Article 14 - Election of Officers and Directors

At the September meeting the Board of Directors shall appoint a Nominating Committee (two incumbent Board members and three members at large) consisting of a Chair and four (4) members. The board shall appoint alternate members of the Committee who will serve in the event that any other member is unable to serve. The Nominating Committee shall nominate at least one regular member for each Board position. It shall require a majority vote of the Committee to nominate and their report shall be signed by the Committee members who concur therein.

The Nominating Committee shall present its report at the regular October meeting of the membership. At the meeting, additional nominations may be made from the floor providing the nomination has at least seven (7) seconds by regular members. The seconds may be in the form of a written petition or be made from the floor. Upon the close of nominations, of nominees shall be posted in the Club's newsletter or on the Club's website.

The Secretary shall compose a ballot containing all of the nominees and the position for which they are nominated. The ballot shall be mailed to all regular members at least fourteen (14) days prior to the November membership meeting, which is usually the Annual Awards Dinner in November.

The ballot shall be accompanied by a special return envelope addressed to the Elections Committee. Ballots must be received by the Election Committee at least three days before the November membership meeting.

At the October Board of Directors meeting, the Chair shall appoint an Elections Committee for the purpose of counting the ballots. No incumbent Officer, Director, Member of the Nominations Committee or Nominee shall serve on this Committee. The Committee shall certify in writing to the Board of Directors a correct count of the ballots cast. The nominee receiving the largest number of votes for a position shall be declared elected to that position. In event of a tie vote, a second ballot containing only the positions involved in the tie shall be prepared. This ballot shall contain the names of the two nominees receiving the highest number of votes and shall be mailed to all regular members. The Elections Committee shall determine the schedule for returning the second ballots. In the event the second ballot results in a tie, the Elections Committee shall determine the winner by lot. The names of all elected officers and directors shall be posted on the Club's website or in the Club's newsletter.

Article 15 - Committees

With the approval of the Board of Directors, the Commodore may appoint such standing and special committees as he or she may deem necessary and advisable.

Article 16 - Regulations

The Board of Directors shall have the power to adopt Club regulations not inconsistent with these By-Laws for the purpose of providing ways and means for the proper government and conduct of the business and affairs of the Club and shall likewise have the right and power to change the same from time to time.

Article 17 - Dissolution

The property of this corporation is irrevocably dedicated to recreational purpose and upon abandonment, liquidation, or dissolution of this corporation, its assets shall be distributed by the Board of Directors to one or more organizations organized for the purpose of promoting safety on the water among small craft, provided that such distribution would qualify this corporation as a tax-exempt organization under the revenue laws of the United States and the State of California. No part of the net earnings of this corporation shall inure to the benefit of any individual.

Article 18 - Amendments

These By-Laws may be repealed: amended, and additional provisions added thereto at any regular or special meeting of the members, at which at least a two-thirds (2/3) majority of all members present in a quorum, vote in favor of said repeal, amendment, or addition, but no repeal, amendment or addition to the By-Laws shall be voted upon at any given meeting of the members unless fourteen (14) days notice has been given by mailing a copy thereof together with a notice of the meeting to each member.