AMENDED & RESTATED
FOURTH OF JULY YACHT CLUB
a California Non-Profit Mutual Benefit Corporation
Last Amended July 11, 2017
The name of this corporation is FOURTH OF JULY YACHT CLUB.
Section 2.01. Principal Office
The principal office of the activities and affairs of the corporation (“Principal Office”) is located at Fourth of July Cove, Catalina Island, Los Angeles County, California (“The Cove”). The Board of Directors (“the Board”) may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on these By-Laws opposite this section, or this section may be amended to state the new location.
PURPOSE AND LIMITATIONS
Section 3.01. Purposes
This corporation is a non-profit mutual benefit corporation organized under the California Non-Profit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law. Such purposes for which this corporation is formed are pleasure, recreation and other non-profitable purposes. This corporation is organized exclusively for such purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code of 1954. Notwithstanding any other provision of these By-Laws, this corporation shall not, except to any insubstantial degree, carry or engage in any activities or exercise any powers that are not in the furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal Income Tax under Section 501(c)(7) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law); (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).
Section 3.02. Limitations
(a) Property. The property, assets, profits and net income are dedicated irrevocably to the purposes set forth in Section 3.01 above. No part of the profits or net earnings of this corporation shall ever inure to the benefit of any of its Directors, trustees, officers, members (if any), employees, or to the benefit of any private individual.
(b) Dissolution. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the payment of the debts, obligations and liabilities of the corporation, the remaining assets of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for recreational purposes and which has established its tax-exempt status under section 501(c)(7) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
QUALIFICATION AND RIGHTS OF MEMBERSHIP
Section 4.01. Membership
(a) Classes of Membership. This corporation shall have five classes of membership as
- Associate Members: All new members shall be admitted first as Associate Members as set forth in Section 4.04(d);
- Regular Members: All members elected to regular membership by the Board;
- Junior Members: All members who are descendants of present or past FJYC members, in good standing, and who are under the age of 32, or such other
age as the Board may establish from time to time for Junior Membership, at the time of admissionto Junior Membership. The Board shall establish such policies as it deems appropriate relating to
the membership rights and obligations of Junior Membership and to the conversion of Junior Membership into Associate or Regular Membership;
- Cruising Members: Members who annually apply to
the Board, and have been approved, for a discounted membership because of an extended absence from
the Club. Cruising Members pay 20% of the regular dues and do not have access to the Club’s facilities. They do, however, continue to receive a Roster, the Sparkler, and preserve their previously accumulated points;
- Preview Members: From time to time, the Board may offer special Preview Memberships under the terms and conditions set forth by the Board. Preview Members may be proposed by any member in good standing and approved for Preview Membership by the Preview Membership Committee appointed by the Commodore. Preview Members pay a reduced initiation fee, dues, and other charges in an amount and manner as determined by the Board, for limited access to the Club’s facilities, for a limited period of time. At the conclusion of the specified Preview Membership period, Preview Members in good standing will have the option to apply for Associate Membership in the Club and pay the balance of the annual dues paid by new Associate Members and the remainder of the initiation fee over time, as determined by the Board.
(b) Membership Defined. Each family shall be considered as one member. Family membership shall be held jointly by both spouses or by either spouse (but not both). Either spouse, but not both, shall be entitled to vote. Both spouses shall be entitled to hold elective office but not at the same time. In the event more than one vote or any matter is received from any family membership, neither vote shall be counted.
(c) Voting Member. Regular members shall be entitled to vote, as set forth in these By- Laws, on the election of officers and directors, on the disposition of all or substantially all of the assets of the corporation, on any merger and its principal terms and any amendment of those terms, on any election to dissolve the corporation, on an amendment to the Articles of Incorporation, except as otherwise specified in the California Nonprofit Corporation Law; and on the adoption, amendment or repeal of these By-Laws, except as otherwise specified in the California Non-Profit Corporation Law. In addition, members shall have all rights afforded members under the California Non-Profit Corporation Law.
(d) Other Persons Associated with the Corporation. The corporation may refer to persons of certain non-voting classes as “members”, even though those persons are not voting members as set forth in Section 4.01(c) of these By-Laws, but no such reference shall constitute anyone a member within the meaning of the California Non-Profit Corporations Code unless that person or entity shall have qualified for a voting membership under Section 4.01(c) of these By-Laws. References in these By-Laws to members shall mean members as defined in the California Non- Profit Corporations Code and as set forth in Section 4.01(c) of these By-Laws. By amendment of these By-Laws, the corporation may grant some or all of the rights of a member of any class, as set forth in these By-Laws, to any person or entity that does not have the right to vote on any of the matters specified in Section 4.01(c) of these By-Laws, but no such person or entity shall be a member within the meaning of the California Non-Profit Corporations Code.
Section 4.02. Election of Members.
(a) Proposing Members. Any regular member may propose candidates for membership. Proposals shall be submitted upon form prescribed by the Board, contain such information regarding the proposed member as the Board may require, and be signed by the proposer and a second regular member. Proposals shall be filed with the Membership Chairman and submitted by the Membership Chairman to the Membership Committee.
(b) Membership Committee Review. The Membership Committee shall determine the availability of any openings for club membership and select from the list of current applications for membership its recommendations for new associate/or junior members. The names of such recommended associate/or junior members shall be submitted to the Board for consideration. The Board shall have the right to consider prospective members for election of associate/or junior membership other than those recommended by the Membership Committee.
(c) Election of Members. Selection of associate, junior, and regular members shall require an affirmative vote of not less than six Directors.
(d) Admission of New Members. Subject to the terms of Section 4.01(a)(3), all new members shall be admitted as associate members for a period of two years. At the end of such associate membership, each associate member shall be reviewed by the Board. The Board may elect as associate member to regular member status, continue such member as an associate member, or terminate the membership status of the associate member.
(e) Membership Decision. The membership decisions of the Board shall be final and the Board shall not be required to state any cause for accepting or rejecting any applicant for membership or for extending or terminating the status of any associate member. The Membership Chairman shall notify the proposer of the applicant and the associate member of the decision of the Board.
Section 4.03. Good Standing.
Those members who have paid the required dues, fees, and assessments in accordance with these By-Laws and who are not suspended, shall be members in good standing.
Section 4.04. Dues and Fees.
(a) Board to Determine. Initiation fees, assessments, dues and charges shall be fixed by the Board, and be payable as the Board shall prescribe. Elected members shall not be permitted to claim membership until all fees, assessments, dues and charged due have been paid.
(b) Bills. All bills for indebtedness to the Club are due upon presentation. If any bill is not paid within thirty (30) days of the date of presentation, a ten percent (10%) penalty will be added to the bill. The Treasurer shall make a report to the Board at each meeting thereof of all members who are delinquent in the payment of amounts due. If the amount of indebtedness is not paid in full within sixty (60) days after it is due, the member shall be advised of the delinquency, and his privileges as a member shall automatically be suspended until such time as all delinquent indebtedness of such member has been paid in full. The Board may at its discretion, by duly adopted motion, stay the automatic suspension of a member for late payment of dues and fees for a specified period of time upon determination by the Board that special circumstances exist that warrant such stay of suspension, or terminate the membership of a member who is delinquent in the payment of amounts due in accordance with the provisions of section 4.05 below.
Section 4.05. Suspension of a Member’s Membership Rights
In addition to the provisions set forth in section 4.04 above relating to the automatic suspension of a member’s membership rights for failure to meet the financial obligations of membership, a member’s membership rights may be suspended by action of the Board whenever the Board determines in good faith that a member has failed in a material degree to observe the rules of conduct of the corporation, has engaged in conduct materially prejudicial to the purposes or operations of the corporation or to the enjoyment of the Fourth of July Yacht Club by other members. Such suspension shall remain in effect until the Board determines that the suspended member will no longer engage in the actions causing the suspension of such member, or that the membership rights of such member are to be terminated as set forth in Section 4.06 below. During the period of such suspension a suspended member shall not have the right to be present at The Cove or at any other function of the corporation.
Section 4.06. Termination of a Member’s Membership Rights
(a) The membership in the corporation of any member shall be subject to termination on occurrence of any of the following events:
(1) Resignation of the member on reasonable notice to the corporation;
( 2) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board;
(3) Occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership requirements; or
(4) Upon a judicial decree of dissolution, or separate maintenance concerning a family membership held in the name of both spouses and the failure of the member within a reasonable period of time to jointly specify which of the spouses is to remain a member.
(5) Upon decision of the Board that it is in the best interest of the corporation that the membership rights of any member previously suspended pursuant to Sections 4.04 or 4.05 above be terminated.
(b) Procedure for Termination of a Member’s Membership Rights. If grounds appear to exist for termination of a member, the procedure set forth below shall be followed:
(1) The member shall be given not less than fifteen (15) days prior written notice of the proposed termination and the reasons for the proposed termination. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the records of the corporation.
(2) The member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed termination. The hearing shall be held, or the written statement considered, by the Board to determine whether the termination should take place.
(3) The Board shall decide, in its sole and absolute discretion, whether or not the member should be terminated or sanctioned in some other way. The decision of the Board shall be final.
(4) Any terminated member shall be entitled to a return of dues and initiation fees, if any, paid for the year that the termination become effective, pro- rated to the date of termination, less any amounts due or owing to the corporation by such member.
(c) Any action challenging a termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of expulsion, suspension or termination.
Section 4.07. Transfer of Membership.
No membership or any right arising from membership may be transferred to any other person or entity.
Section 4.08. Meeting of Members
(a) Place of Meeting. Meetings of the members shall be held at any place within California designated by the Board. In the absence of any such designation, members’ meetings shall be held at the principal office of the corporation.
(b) Annual Meeting. An annual meeting of members shall be held on the first Saturday of February at 7:00 p.m., unless the Board fixes another date or time and so notified members as provided in Section 4.07(d) of these By-Laws. At this meeting, officers and directors shall be installed and other proper business may be transacted, subject to the notice requirements of Section 4.07(d)(ii) of these By-Laws.
(c) Special Meetings. A special meeting of the members may be called for any lawful
purpose as follows:
(i) By a majority vote of the Board;
(ii) By the Commodore;
(iii) By ten percent (10%) or more of the members. A special meeting called pursuant to Section 4.07(c)(ii) or 4.07(c)(iii) of the By-Laws shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the Secretary of the Corporation. The Secretary shall cause notice to be given promptly to the members entitled to vote, in accordance with Section 4.07(d) of these By- Laws, stating that a meeting will be held at a special time and dated fixed by the Board, provided, however, that the meeting date shall be at least thirty-five (35) but no more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called pursuant to Section 4.07(c)(i). No business, other than the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.
(d) Notice Requirements for Members’ Meetings
(1) General Notice Requirements.
Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given in accordance with Section 4.07(d) of these By-Laws, to each member entitled to vote at the meeting. The notice shall specify the place, date, and the hour of the meeting and (1) for a special meeting, the general nature of the business to be transacted, or (2) for the annual meeting, those matters that the Board, at the time notice is given, intends to present for action by the members, but any proper matter may be presented at the meeting.
(ii) Notice of Certain Agenda Items.
Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:
1.Removing a Director without cause;
2.Amending the Articles of Incorporation; or
3.Electing to wind up and dissolve the corporation.
(iii) Manner of Giving Notice.
Notice of any meeting of members shall be in writing and shall be given at least ten (10) days but no more than ninety (90) days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by Email, or by other means of communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address given by the member to the corporation for purposes of notice. If no address appears on the books of the corporation, and no address has been so given, notice shall be deemed to have been given, if notice is sent to that member by first-class mail delivered to the principal office of the corporation.
(i) Number Required. One-third (l/3) of the voting members, present in person, shall constitute a quorum for the transaction of business at any meeting of members.
(ii) Loss of Quorum. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjourned, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
(f) Adjournment and Notice of Adjourned Meetings. Any member’s meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members at the meeting. No meeting may be adjourned for more than forty-five (45) days. When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned is announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.
(i) Eligibility to Vote.
Subject to the provisions of the California Non-Profit Corporation Law, the only persons entitled to vote at any meeting of members shall be regular members who are in good standing as of the record date determined pursuant to Section 4.03 and 4.09(a) of these By-Laws.
(ii) Manner of Casting Votes.
Voting may be by voice or ballot, except that any election of officers and Directors must be by ballot if demanded by any member at the meeting before the voting begins.
Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. Cumulative voting shall not be permitted.
(iv) Approval by Majority Vote.
If a quorum is present, the affirmative vote of a majority of the voting members represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number, or voting by classes, is required by the California Non-Profit Corporation Law or by the Articles of Incorporation.
(h) Waiver by Attendance. A member’s attendance at a meeting shall constitute a waiver of notice of the meeting unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.
(i) Roberts Rules of Order. Roberts Rules of Order, as amended, shall govern the conduct of all meetings.
Section 4.09. Action Without a Meeting.
(a) Action by Unanimous Written Consent. Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing to the action. The written consent or consents shall be filed in the corporate minute book. Any actions taken by written consent shall have the same force and effect as the unanimous vote of the members.
(b) Action by Written Ballot Without a Meeting. Any action that may be taken at any meeting of members may be taken without a meeting by written ballot complying with Section 4.07(d)(i) and (ii) of these By-Laws.
(i) Solicitation of Written Ballots.
The corporation shall distribute one written ballot to each member entitled to vote on the matter. Such ballot shall be mailed or delivered in the manner required by Section 4.07(d)(iii) of these By-Laws. All solicitations of votes by written ballot shall (1) indicate the number of responses need to meet the quorum requirement; (2) with respect to ballots other than for election of Officers and Directors, state the percentage of approvals necessary to pass the measure or measures; (3) with respect to ballots for election of Officers and Directors, state the name each nominee; and (4) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (1) set forth the proposed action; (2) provide the members an opportunity to specify approval or disapproval of each proposal; and (3) provide a reasonable time within which to return the ballot to the corporation, specifying the address to which the ballot is to be sent. If the member solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. In any election of Officers or Directors, a written ballot which is marked by a member “withhold” or is otherwise marked in a manner indicating that authority to vote is withheld, shall not be voted.
(ii) Number of Votes and Approvals Required.
Approval by written ballot shall be valid only when (1) the number of votes cast by ballot (including those ballots that are marked “withhold” or otherwise indicate that authority to vote is withheld) and received within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without meeting.
A written ballot may not be revoked.
All written ballots shall be filed with the Secretary of the corporation and maintained in the corporate records for at least two (2) years.
Section 4.10. Record date for Notice, Voting, Written Ballots and Other Actions.
(a) Record Date Determined by Board. For purposes of determining which members are entitled to receive notice of any meeting, to vote, or to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a “record date”, which shall not be more than sixty (60) days nor fewer than ten (10) days before any such action without a meeting. Only members of record on the date so fixed are entitled to notice, to vote, or to give consents, as the case may be, except as otherwise provided in the Articles of Incorporation, by agreement, or in the California Non-Profit Corporation Law.
(b) Record Date Not Determined By Board.
(i) Record Date for Notice or Voting.
If not otherwise fixed by the Board, the record date for determining members entitled to receive notice of, or to vote at, a meeting of members shall be the business day preceding the day on which notice is given or, if notice is waived, the business day preceding the day on which the meeting is held.
(ii) Record Date For Action by Written Ballot.
If not otherwise fixed by the Board, the record date for determining those members entitled to vote by written ballot shall be on the day on which the first written ballot is mailed or solicited.
(iii) Record date for Written Consent for Action Without a Meeting.
Unless fixed by the Board, the record date for determining those members entitled to vote by written consent on corporate action without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is given. When prior action of the Board has been taken, it shall be the day on which the Board adopts the resolution relating to that action.
(iv) Record Date For Other Actions.
If not otherwise fixed by the Board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be on the date on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of that action, whichever is later.
(c) Definition of “Members of Record”. For purposes of this Section 4.09, a person holding a voting membership at the close of business on the record date shall be a member of record.
Section 4.11. Proxies
No member shall be entitled to give any agent a proxy to exercise any voting rights of the member.
Section 5.01. Powers.
(a) General Corporate Powers. Subject to the provisions and limitations of the California Non-Profit Corporation Law, and any other applicable law, and any limitations of the Articles of Incorporation and of these By-Laws, the activities and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
(b) Specific Powers. Without prejudice to these general powers, but subject to the same limitations, the Board shall have the power to:
(i) Power to Appoint and Remove.
Appoint and remove, at the pleasure of the Board, all appointees, agents and employees of the corporation; prescribe powers and duties for them that are consistent with law, with the Articles of Incorporation and with the By-Laws; and fix their compensation.
(ii) Change of Principal Office.
Change the principal office or the principal business office in the State of California from one location to another and designate any place within the State of California for the holding of any meeting, including annual meetings.
Section 5.02. Number of Directors.
There shall be ten (10) Directors of this corporation consisting of five directors-at-large, a Commodore, Vice Commodore, Rear Commodore, Port Captain and Junior Staff Commodore.
Section 5.03. Term.
Directors shall be elected for a one year term. They shall take office upon installation at the regular annual meeting of the corporation and serve until their successors have been duly elected and installed.
Section 5.04. Vacancies.
(a) Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of any of the following:
(i) The death, removal, suspension or resignation of any Director: or
(ii) The declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony involving moral turpitude or has been found by final order or judgment of any court to have breached a duty under California Non-Profit Corporation Law.
(b) Resignations. Except as provided in this subsection, any Director may resign effective upon giving written notice to the Commodore, if any, or the Secretary of the Board, unless such notice specifies a later time for the resignation to become effective. Except upon notice to the Attorney General of the State of California, no Director may resign when the corporation would then be left without a duly elected Director or Directors in charge of its affairs.
(c) Filling Vacancies. Any vacancy on the Board shall be filled by vote of the remaining Directors, whether or not less than a quorum, or by a sole remaining Director.
(d) No Vacancy or Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director’s term of office expires.
Section 5.05. Place of Meetings.
Meetings of the Board shall be held at the principal office of the corporation or at such other place as has been designated by the Commodore.
Section 5.06. Annual, Regular and Special Meetings.
(a) Annual Meeting. The Board shall hold an annual meeting immediately following the annual meeting of the membership, or in conjunction with its regularly scheduled meeting for the month of February of each year for the purpose of organization and the transaction of other business; provided, however, that the Board may fix another time for the holding of its annual meeting. Notice of this meeting shall not be required.
(b) Special Meetings.
(i) Authority to Call.
Special meetings of the Board for any purpose may be called at any time by the Commodore or any two Directors.
(ii) Manner of Giving Notice.
Notice of the time and place of special meetings shall be given to each Director by one of the following methods:
- By personal delivery of written notice;
- By first class mail, postage prepaid;
- By telephone, either directly to the Director or to a person at the Director’s office who would reasonably be expected to communicate that notice promptly to the Director; or
All such notices shall be given or sent to the Director’s address, telephone or fax number as shown on the records of the corporation.
(c) Time Requirements. Notices sent by first class mail shall be deposited in the United States mails at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, facsimile, or e-mail, shall be delivered, telephoned, faxed or e-mailed at least forty-eight (48) hours before the time set for the meeting.
(d) Contents of Notice. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the corporation. It need not specify the purpose of the meeting.
Section 5.07. Quorum.
A majority of the authorized number of Directors shall constitute a quorum for the transaction of business except to adjourn as provided in Section 5.09. Subject to the more stringent provisions of the California Non-Profit Mutual Benefit Corporation Law, including, without limitation, those provisions relating to (i) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (ii) approval of certain transactions between corporations having common directorship, (iii) creation of or appointment to committees of the Board, and (iv) indemnification of Directors, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
Section 5.08. Waiver of Notice.
Notice of a meeting need not be given any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given any Director who attends the meeting without protesting before or at its commencement the lack of notice to such Director.
Section 5.09. Adjournment.
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
Section 5.10. Notice of Adjourned Meeting.
Notice of the time and place of holding an adjourned meeting need not be given, unless the original meeting is adjourned for more than twenty-four (24) hours, in which case notice of any adjournment to another time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Section 5.1l. Action Without Meeting.
Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. For the purposes of this Section 5.11 only, “all members of the Board” shall not include Directors who have a material financial interest in a transaction to which the corporation is a party.
Section 5.12. Voting.
Each Director shall have one vote. In the event of a tie in voting, the Commodore shall have the right to cast a second vote for the purpose of breaking the tie vote.
Section 5.13. Roberts Rules of Order.
Roberts Rules of Order, as amended, shall govern the conduct and proceedings of all meetings.
Section 5.14 Adoption of Annual Budget. The Board of Directors shall, no later than December 1st annually, adopt an Annual Budget for the corporation for the following calendar year.
OFFICERS, APPOINTEES, STAFF COMMODORES, AND CHARTER MEMBERS
Section 6.01. Elected Officers.
The elected officers of the corporation shall include a Commodore, a Vice Commodore, a Rear Commodore, and a Port Captain.
Section 6.02. Appointed Officers.
(a) Appointments by Commodore. The Commodore, with approval of the Board, shall appoint as officers, a Secretary, a Treasurer, a Fleet Surgeon, and a Judge Advocate to serve one year terms.
Section 6.03. Term of Office.
Officers shall be elected for a one-year term. They shall take office upon installation at the regular annual meeting of the corporation and serve until their successors have been duly elected and installed.
Section 6.04. Resignation of Officers.
Any officer or appointee may resign upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer or appointee is a party.
Section 6.05. Vacancies in Office.
A vacancy occurring in any office because of death, resignation, removal or other cause, shall be filled by appointment by the Board. The person so appointed shall serve out the remaining balance of the term of office of the person being replaced because of death, resignation, removal or other cause.
Section 6.06. Responsibilities of Officers.
(a) Commodore. It shall be the duty of the Commodore to preside at all meetings of the corporation and the Board, to appoint with approval of the Board, non-elected officers and appointees, and to establish such committees as he may deem in the best interest of the corporation.
(b) Vice Commodore. The Vice Commodore shall be responsible for the Officer of the Day, House and Facilities, Club Manager and Assistant, License Agreement, Clean-Up, Membership/New Fish, Points, and Budget & Finance.
(c) Rear Commodore. The Rear Commodore shall be responsible for Database, Sparkler, Roster, Youth, Installation, Fat Camp, Isle of Man, Fizz Off, and Ladies Luncheon.
(d) Port Captain. The Port Captain shall be responsible for String Tie, Mooring, Docking/ valet, Cabins, Dinghy Parade and party, Dinghy/Kayak Racks, Website, Off Season usage, Email Coordinator and Ship’s Store.
(i) Book of Minutes.
The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may direct, a book of minutes of all meetings and actions of the Board. The Secretary shall also keep, or cause to be kept, at the principal office of the State of California, a copy of the Articles of Incorporation and By-Laws, as amended to date. The Secretary shall also maintain a complete and accurate record of the membership of the corporation, as well as a record of the proceedings of all meetings of the membership. The Secretary shall ensure that a copy of Roberts Rules of Order is available at all meetings.
(ii) Notice and Other Duties.
The Secretary shall give, or cause to be given, notice of all meetings of the Board required by these By-Laws to be given and shall have such other powers and perform such other duties as may be prescribed by the Board or the By-Laws.
(i) Book of Account.
The Treasurer shall keep or maintain, or cause to be kept or maintained, adequate and correct books and accounts of the properties and transactions of the corporation, and shall send or cause to be sent to the Directors such financial statements and reports as are required by law or these By-Laws to be given. The books of account shall be open to inspection by any Director at all reasonable times.
(ii) Deposit and Disbursements of Money and Valuables.
The Treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board, shall disburse the funds of the corporation as may be ordered by the Board, shall render to the Board or the Commodore, when requested, an account of all transactions as Treasurer and of the financial condition of the corporation and shall have other powers and perform such other duties as may be prescribed by the Board or the By-Laws.
(iii) Annual Budget. The Treasurer shall prepare and present to the Board a proposed annual budget for the corporation which shall be reviewed and adopted by the Board no later than December 1st each year for the following calendar year.
(g) Officers in Good Standing. All officers and appointees, with the exception of the Cove Manager and Youth Assistant, shall be Regular Members in good standing.
Section 6.07 Appointees.
(a) Appointments by Commodore. The Commodore, with approval of the Board, shall appoint such other appointees as are deemed necessary, or beneficial, for conducting the business of the corporation. Such Appointees shall not be members of the Board, and shall serve a one-year term at the pleasure of the Commodore who appointed them. After serving a maximum of three one-year terms Appointees shall voluntarily step aside to allow the Commodore, with approval by the Board, to appoint another member who has requested the opportunity to serve in such capacity and who is well qualified to do the job.
Section 6.08 Staff Commodores.
Each member having served as a Commodore of the corporation shall receive the title of “Staff Commodore”. The immediate past Commodore shall hold the title of “Junior Staff Commodore” The Junior Staff Commodore shall automatically serve as a Director of the corporation and voting member of the Board. The Junior Staff Commodore shall serve as formal liaison between the Board and the Staff Commodores.
Section 6.09 Charter Members.
Every member who originally underwrote the existence of the corporation as a Yacht Club at Fourth of July Cove by pledging One Thousand Dollars ($1,000.00) shall bear the title of “Charter Member”.
ELECTION OF OFFICERS AND DIRECTORS
Section 7.01. Nominations.
(a) Officers and Directors. Officers and Directors shall be nominated as follows:
(i) Nominating Committee. In June of each your, a Nominating Committee composed of the Junior Staff Commodore, as Chairman, and four additional Regular Members appointed by the Junior Staff Commodore, shall be formed. The Junior Staff Commodore shall inform the Board and the general membership as to the composition of the committee. The committee shall propose a Commodore, Vice Commodore, Rear Commodore, Port Captain and five directors-at-large to serve along with the Junior Staff Commodore as the Board of Directors for the following year. The Nominating Committee shall present its nominations to the Board for its approval no later than August 1st of each year.. In the event the Board shall fail to approve any of the proposed nominees, the Nominating Committee shall promptly submit alternative nominees for Board approval.
(1) Nominations To Be Posted. The nominations proposed by the Nominating Committee and approved by the Board of Directors shall be posted on the club bulletin board and in the August Sparkler after receipt by the Board.
(ii) Additional Nominations. Additional nominations may be made by any ten Regular Members and shall be submitted to the Secretary in written form signed by the requisite number of members prior to September 15th. The Secretary shall add the names of any members so nominated to the ballot to be mailed to the membership.
(iii) Write-In. Any member shall have the right to write-in, the name of any Regular Member not previously nominated A space for such write-in votes shall be provided on the ballot.
(b) Ballots To Be Mailed. The Secretary shall mail a ballot listing the slate of nominations presented to all Regular Members on or before September 20th. All ballots shall be returned to the Judge Advocate prior to October 10th. The Judge Advocate shall hold the returned ballots and deliver them to a committee selected by the Commodore at the next Board Meeting to count the votes and report the results.
(c) No Variation From Election Procedures. Except as provided herein, no nominations for Officers and Directors-at-large shall be made.
Section 8.01. Standing Committees.
The Standing Committees of the corporation shall be:
(b) Officer of the Day
(d) Clean Up
(e) Youth Activities
(g) String Tie
(h) Dinghy Parade
(j) Nominating Committee
(k) Web Master
(l) Fat Camp
(m) Isle of Man
and other Committees as the Commodore may from time to time appoint with the approval of the Board of Directors.
Section 8.02 Selection of Chairmen of Standing Committees.
(a) The Commodore shall appoint the chairmen of the Standing Committees set forth in Section 8.01 (a)-(k) and (m) above. Such selection shall take into consideration, but not be bound by, recommendations from the previous chairmen of each such Standing Committee.
(b) The Commodore shall appoint as chairman of the Standing Committee set forth in Section 8.01(l) above the member who is nominated to such position by such Standing Committee.
Section 8.03 Members of Standing Committees.
Members of each Standing Committee shall be appointed by the chairman of each such Standing Committee. Additional members of the Standing Committees set forth in Section 8.01 (a)-(k) and (m) above may be appointed by the Commodore.
COVE MANAGER AND YOUTH ASSISTANT
Section 9.01. Employment and Duties of Cove Manager.
The Board shall employ a Cove Manager and a Youth Assistant. The Cove Manager shall be responsible for the day-to-day operation and management of the Cove and for enforcement of such rules and regulations as may be prescribed by the Board. The Youth Assistant shall perform such duties as may be assigned to him by the Cove Manager.
INDEMNIFICATION AND INSURANCE
Section 10.01. Indemnification.
(a) Right of Indemnity. To the full extent permitted by law, this corporation shall indemnify its Directors, officers, employees and other persons described in Section 7237(a) of the California Corporation Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any “proceeding”, as that term is used in such Section and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by such Section. “Expenses”, as used in this By-Law, shall have the same meaning as in section 7237(a) of the California Corporation Code.
(b) Approval of Indemnity. Upon written request to the Board by any person seeking indemnification under Section 7237(b) or Section 7237(c) of the California Corporation Code, the Board shall promptly determine in accordance with Section 7237(e) of the Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought is such as to prevent the formation of a quorum of Directors who are not parties to such proceeding, the Board or the attorney or other person rending services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met.
(c) Advancement of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these By-Laws in defending any proceeding covered by these By-Laws shall be advanced by the corporation prior to the final disposition of the proceeding upon receipt by the corporation of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the corporation therefor.
Section 10.02. Insurance.
The corporation shall purchase and maintain insurance, including voluntary worker’s compensation insurance, to the full extent permitted by law in amounts to be determined by the Board of Directors on behalf of its officers, Directors, employees and other agents of the corporation, against any liability asserted against or incurred by an officer, Director, employee or agent in such capacity or arising out of the officer’s, Director’s, employee’s or agent’s status as such.
RECORDS AND REPORTS
Section 11.01. Maintenance of Corporate Records.
The corporation shall keep:
(a) Adequate and correct books and records of account;
(b) Minutes in written form of the proceedings of the Board;
(c) A record of its members, giving their names and addresses and the class of membership held.
Section 11.02. Inspection by Directors.
Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
Section 11.03. Annual Report to Board.
Except as provided under Section 8321 of the California Corporations Code, not later than one hundred twenty (120) days after the close of the fiscal year of the corporation, the Board shall cause an annual report to be sent to all members of the Board. Such report shall contain the following information in reasonable detail:
(i) The assets and liabilities, including the trust funds, of the corporation as of
the end of the fiscal year;
(ii) The principal changes in assets and liabilities, including trust finds, during the fiscal year;
(iii) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
(iv) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;
(v) Any information required by Section 11.04.
Section 11.04. Annual Statement of Certain Transactions and Indemnifications.
(a) Conflict of Interest. The Board shall prepare annually and furnish to each Director a statement of any transaction or indemnification of the following kind within one hundred twenty (120) days after the close of the fiscal year of the corporation:
(i) Any transaction to which the corporation was a party, and in which any Director or officer of the corporation had a direct or indirect material financial interest, if such transactions involved over One Thousand Dollars ($1,000.00), or was one of the number of original transactions with the same person involving, in the aggregate, over One Thousand Dollars ($1,000.00);
(ii) Any indemnification or advances aggregating more than One Thousand Dollars ($1,000.00) paid during the fiscal year to any officer or Director of the corporation pursuant to Section 10.01 hereof.
The statement shall include a brief description of the transaction, the names of the Director(s) or officer(s) involved, their relationship to the corporation, the nature of such person’s interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.
Section 11.05. Members’ Inspection Rights.
Subject to the California Corporations code, any member may, upon reasonable notice, inspect the books and records of the corporation.
CONSTRUCTION AND DEFINITIONS
Section 12.02. California Law to Apply.
Unless the context otherwise requires, the general provisions, rules of construction and definitions in the California Non-Profit Mutual Benefit Corporation Law shall govern the construction of these By-Laws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular and the term “person” includes both a legal entity and a natural person.
Section 13.01. Adoption or Amendment by Members.
By-Laws may be adopted or these By-Laws may be amended or repealed by approval of a majority of the members of the corporation. The term “majority”, as used in this section, is as defined in the California Non-Profit Corporation Law.
Section 13.02. Amendment by Board of Directors.
Subject to the right of members under Section 13.01 hereinabove, By-Laws may be adopted, amended or repealed by a majority vote of the Board of Directors with the exception of the following:
(i) By-Law fixing or changing the authorized number of Directors, or the minimum and maximum number of Directors, or
(ii) By-Law materially and adversely affecting the voting rights of members. Section 13.03. Maintenance of By-Laws.
The Secretary of the Corporation shall maintain a true and correct copy of all amendments of the By-Laws, certified by the Secretary and attach such amendments to the official By-Laws of the corporation and maintain such with the official records of the corporation at the principal office of the corporation.
Section 13.04. Notice of Proposed Amendment.
No amendment to the By-Laws shall be voted upon at any meeting of the Board or members unless notice thereof, and of the date and time of the meeting in which the vote will be taken, is given to the Board or Members at least thirty (30) days prior to the time fixed for the meeting, and in accordance with the delivery provisions of sections 4.07(d)(iii) and 5.06(b)(ii) respectively.
REMOVAL OF OFFICERS, DIRECTORS AND APPOINTEES
Section 14.01 Power to Remove Officers and Directors
The Board shall have the power to remove Officers or Directors from their positions and from the Board by vote of a two-thirds majority of the Board subject to the following provisions:
(a) Written notice of the proposed action shall be provided to all members of the Board not less than 7 days prior to the meeting in which a vote for removal may be taken. Any member of the Board may provide such notice to all other members of the Board.
(b) The motion for removal of an Officer or Director shall include a statement of the basis for the removal of such Officers or Director.
(c) The Board shall be required to make two findings by separate prior vote before voting on removal. The required findings are:
(1) First, that the statement of the basis for removal constitutes good cause for removal, and
(2) That it is in the best interest of FJYC that such Officer or Director be removed from the Board.
(d) The vote of removal shall take effect immediately, be final and non-appealable.
Section 14.02 Power to Remove Appointees.
The officer having the power to appoint an Appointee shall also have the power to remove such appointee, with or without cause, from the position to which the appointee was appointed by such officer. The decision of the officer to remove an appointee shall be final and un-appealable.