South Whidbey Yacht Cub Youth Sailing Association (SWYCYSA)

BY-LAWS

Article I: Name & Location

Section 1:  The name of the corporation shall be the South Whidbey Yacht Club Youth Sailing Association.  For legal, banking, burgee and reference purposes, it shall also be known as the SWYCYSA.

 Section 2:  The South Whidbey Yacht Club Youth Sailing Association is organized and incorporated as a not for profit corporation organized exclusively for educational and social purposes under RCW Chapter 24.03 and Section 501 c (3) of the Internal Revenue Code.

 Section 3: Notwithstanding any other provision of the bylaws, the corporation shall not carry on any activities not permitted by Section 501 c (3) of the Internal Revenue code, or corresponding section of any future successor or amendment to that code.

 Section 4:  The principal office of the SWYCYSA shall be in a place designated by the Board of Directors on Whidbey Island within the State of Washington. 

Article II: Purpose and Values

 Section 1:  The South Whidbey Yacht Club is organized exclusively as an educational and social center for individuals seeking to learn more about the broad scope of boating, encompassing boating education, development of individuals interested in sailboat racing programs, and with a further interest in periodic social gatherings of individuals having like or similar boating interests, including but not limited to programs on boating safety, new equipment and amateur racing skills.

Section 2:  The Club’s vision and purpose shall be achieved by adhering to the following core values and principles; inclusive participation for all participants, practicing safe and responsible recreation for amateur sailors.

 Article III: Participation

Section 1:  There shall be no requirements for participation in the Club other than age (under 18), either formal or informal, that could serve to restrict any applicant from participation because of the applicant’s race, color, sexual orientation, national origin or religion.  The Board of Directors may at any time limit to the total number of participants the Club shall have. 

 Article IV:  Meetings

Section 1 The Board of Directors shall meet monthly on the 2nd Monday of each month or on a recurring date determined by the Commodore

 Section 2: The Board of Directors may call a special meeting provided that not less than fourteen (14) days notice is provided to the members.  During a special meeting only the items on the announced agenda may be discussed and voted upon. 

 Section 3:  Except where inconsistent with these By-Laws, Roberts Rules of Order shall determine the conduct of all Club meetings.

 Section 4:  Written or formal notice to a Director shall be by electronic means unless the Director elects to be notified by regular mail.

Article V:  Officers, Board of Directors and Committees

Section 1:  The Officers/Directors of SWYCYSA shall be the Officers/Directors of the South Whidbey Yacht Club, and shall be elected by the members of the SWYC. 

Section 2: The Board of Directors of the club shall comprise of the following: Commodore, Vice Commodore, Rear Commodore, Secretary, Treasurer and up to six, but not less than two Members at Large..  The officers are Commodore, Vice Commodore, Rear Commodore, Secretary and Treasurer. The officers and members shall hold office for one year, commencing on their installation at the Annual Meeting held each year. The officers and members shall be eligible for re-election each year, except that the Commodore shall not serve more than two consecutive terms. The previous commodore shall be the Commodore Emeritus, and serve as a non-voting advisor to the Board of Directors.  Subject to approval by the Board, the Commodore may appoint officers and Members during the year providing each individual is then included on the annual election slate for a full one-year term following appointment.

Section 3: The government of the Club shall be vested in the Board of Directors, who shall manage the affairs of the Club, control its property, and enforce the preservation of order and compliance to its By-Laws, rules and regulations.  The Board of Directors shall meet at least once a month for the transaction of business.  A quorum of the Board shall consist of a minimum of 51% of the members, and a quorum shall be required to conduct a Board meeting.  At any duly called meeting of the Board, matters requiring Board attention may be passed by a majority vote of the Board members present.  In the event that a vote is evenly split, said matter will be tabled until the next meeting at which time it will be voted on again.  This process shall be repeated until such time as a majority vote is achieved.  The Board may decide, at its option, to put such contested matters to a vote of the general membership.  Meetings of the Board shall be open attendance by the general membership; however, at the Commodore’s discretion, he/she may decide on a closed-door session for either the entire meeting, or portions thereof.

Any member of the Board of Directors who shall be absent from three (3) consecutive meetings of the Board without prior approval may be subject to the forfeiture of his/her office.  In the event of the resignation or removal of a Board member, 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 un-expired term.

Section 4:  The Commodore may form, with the concurrence of the Board of Directors, any standing or special committees as he/she may deem necessary and advisable. 

Committee chairs shall be appointed by the Commodore with the concurrence of the Board of Directors.  Chair persons shall serve at the pleasure of the Board.  Committee members shall be recruited and selected by the committee chair as they deem necessary and appropriate.

 

Article VI: Duties of the Officers

Section 1:  The Commodore shall act as the Chair of the Board of Directors and Chief Executive of the Club.  When present, the Commodore shall preside at all meetings of the Board of Directors and General Membership meetings.  He/she shall have the power to call special meetings of the Board for any purpose, to make and sign contracts and agreements in the name and on behalf of the Club with the approval of the Board, and have general management and control of the business affairs of the Club.  He/she shall oversee the Treasurer and insure that the tax reports, statements, and certificates required by the laws under which this Club is organized 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 Washington corporation and which are authorized or required by law.  The Commodore shall have the power to appoint an alternate for the conduct of meetings of the Board of Directors either in his absence, or to conduct SWYSA Board of Director meetings.

Section 2:  The Vice Commodore shall assist the Commodore in the discharge of his/her duties and in his/her absence or in the case of vacancy of the office of Commodore, shall act as Commodore. 

Section 3:  The Rear Commodore shall 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 shall act as Vice Commodore or Commodore. 

Section 4:  It shall be the duty of the Secretary to:

1.    Take minutes of all Board, Membership and any special meetings and maintain a record of reports that are submitted.

2.    Fill out all documents, reports and communications connected with the business of the Club.

3.    Provide timely advanced notice of all regular and special meetings to the members as established in the By-Laws and rules of the Club.

4.    Be the communications link between the Board and committee chairpersons and the membership, for the circulation of relevant notices and announcements

Section 5:  It shall be the duty of the Treasurer to:

1.    Manage the finances of the club under the direction of the Board of Directors.

2.    Provide a monthly financial statement and balance sheet to the Board.

3.    Have custody of all funds of the Club, which he/she shall deposit and properly maintain and record all financial transactions of the Club, to include deposits and expenditures with proper receipts.

4.    Prepare and recommend to the Board of Directors at the December meeting of the Board of Governors an expenditure and income budget for the coming fiscal year. 

5.    Annually prepare and submit to the membership a report on the financial condition of the Club.

6.  Prepare, and submit, subject to review by the Commodore, all financial documents required by Federal and State law.  He/she shall retain copies of all legal documents filed by the organization.

Article VII:  Accounts and Funds

 Section 1:  The Commodore, Vice Commodore and Treasurer shall constitute the Finance Committee of the Club.  They shall designate the bank wherein the funds shall be deposited and shall be responsible for overseeing the Club’s funds and financial affairs, and will call for an annual review, or may call for an independent audit of the financial records at their discretion.  Authorized signatories and levels of authority shall be subject to the approval of the Board.  The Club’s fiscal year shall be from Jan 1st through December 31st of each year.

 Section 2:  The Treasurer and any other member of the Board of Directors may, at the discretion of the Board, be bonded at the expense of the SWYC in such amount as the Board may determine to be adequate for the protection of the Club.

 Section 3:  The Board of Directors shall be accorded the greatest limitation on individual liability that may be authorized by Washington State Law, provided however, that this limitation shall not eliminate or limit the liability of a Board Member for either acts or omissions that are a result of intentional misconduct.  Specific indemnification and limitations may be established as required and detailed in the rules and procedures of the Club.

Article VIII:  Election of Directors

 Section 1:  The Directors of the SWYC, as elected by the members of the SWYC, shall function as the Directors of the SWYCYSA

 Article IX:  Rules and Procedures

The Board of Directors shall adopt and publish changes to Club Rules consistent 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 as needed from time to time.

Article X:  Dissolution

Upon the dissolution of this corporation under the provisions of the law of the State of Washington for nonprofit corporations, all of its assets remaining after payment of creditors shall be distributed to one or more organizations selected by the Board of Directors which are qualified as exempt from federal taxation under the provisions of 501 (C)  (3) of the Internal Revenue Code, or any successor statutes, and which further the purposes set forth in Article Three.  In no event shall any of the assets of this corporation be distributed to its officers, Directors, or members.

Article XI:  Waiver of Notice

Whenever any notice is required under the provision of applicable statutes, By-Laws or articles of incorporation, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Signing an approval of any minutes or resolution of any meeting of the Board shall be deemed a waiver of notice thereof.

Article XII:  Amendments

 The bylaws of the South Whidbey Yacht Club Youth Sailing Association SWYCYSA may be repealed, amended and additional provisions added thereto at any regular or special meeting of the Directors by following the procedure set forth below:

 1.    Adoption of a written alteration, amendment or revocation by majority vote of the Board of Directors

2.    Recordation of the action as an attachment to the By-Laws in a timely manner.

The foregoing By-Laws were adopted by the Board on December 12, 2013.

Article 6, Section 1 amended and approved by the Board 0n August 11, 2015

Article 6, Section 1 amended and approved by the General Membership 0n August 19, 2015