GWYC Constitution and Bylaws

GWYC Constitution and Bylaws
(Approved August 26, 2016)
ARTICLE I – NAME, CORPORATE SEAL AND BURGEE
Section 1
This non-profit corporation shall be known as the Greater Wildwood Yacht Club. The Certificate of Incorporation W9524 dated November 1, 1938, has been duly recorded at the Clerk’s Office, Cape May Court House, New Jersey, on November 2, 1938 and recorded in Book No. 9 of Corporations, page 184.
Section 2
The corporate seal and the club burgee are as illustrated on the cover page of these bylaws.
ARTICLE II – OBJECTS AND PURPOSES
Section 1
The object of this club shall be to encourage the sport of yachting and sailboat racing, to promote the science of seamanship and navigation and to provide and maintain a suitable Club House and anchorage for the recreation and use of its members.
Section 2
This corporation shall use its funds only to accomplish the objects and purposes specified in Section 1, and no part of said funds shall inure, or be distributed to the members of this corporation. Upon dissolution, the funds of the corporation shall be distributed to one or more regularly organized charitable organizations to be selected by the Board of Governors.
ARTICLE III – MEMBERSHIP AND DUES
Section 1
The membership in this corporation shall consist of:
(a) Family Members:  All couples 21 years of age or older. Family Members in good standing shall be entitled to all of the rights and privileges of membership, including the right to vote (2 votes), hold offices (1 Officer/ Board of Governor per membership), participate in club activities, use the Clubhouse, receive member discounts, have reciprocal privileges and receive publications.
(b) Single Members:  All persons 21 years or older. Single Members have the same privileges as Family Members but are limited to 1 vote.
(c) Senior Family Members:  All couples 75 years of age and older. Senior Family Members have the same privileges as Family Members.
(d) Senior Individual Members:  All individuals 75 years of age and older. Senior Individual Members have the same privileges as Single Members.
(e) Non-Voting Members: Temporary membership is limited to 30 days maximum in any twelve-month period. 30 Day Members are non-voting and rights are limited to use of Club facilities, participation in club activities and member discounts.
(f) Junior Members:  Children under 21 years of age of Family, Single, Intermediate Family or Intermediate Single Members.
(g) Honorary Members:  All persons of acknowledged eminence and persons who have befriended the Club. They shall be elected by the Board of Governors.

Section 2
Dues will be as stated in Section 3 below. They are due and payable on the date to be determined by the board on an annual basis. If said dues are not paid by June 1 of each year, the member will be automatically dropped from the yearbook directory, not permitted to vote, participate in club activities, and relinquishes all benefits of club membership. At the discretion of the Board of Governors, a member may request fees be paid in installments or paid at a later date not to exceed 60 days from the pay by date.
Section 3
Dues, initiation fees or other assessments will be the result of a resolution by the Board of Governors. Such resolution to be made annually at a regular meeting of the Board of Governors prior to January 1 of each year
Section 4
Applications for all classes of membership require submission of a properly signed membership form, acceptance of all rules and regulations and payment of all necessary fees.
ARTICLE IV – THE BOARD OF GOVERNORS
Section 1
The general direction, funds and property shall be managed by a Board of Governors which shall consist of twelve elected members, plus the Commodore and Immediate past Commodore (who will not appear on the ballot) for a total of 14.  They shall be elected at the Annual Meeting for a period of one year, which shall start the second Saturday in September of each year.  .
Section 2
The Board of Governors shall meet within 15 days following the Annual Meeting, with the first order of business to elect officers of the Club for the ensuing year. They will meet throughout the year at least four times at the request of the Chairman, or at the written request of five members of the Board. Notice of Board Meetings must be sent to Board Members by the Secretary at least 5 days prior to the meeting
Section 3
The Chairman shall appoint new Governors and non-voting Officers to fill vacancies if the Board is reduced as the result of death, resignation or removal of any members of the Board. Such appointments to be subject to the approval of the Board of Governors.
Section 4
A quorum at meetings of the Board of Governors shall be eight. In the event there is less than a quorum present, a majority of those present may adjourn until another day without further announcement. In the event there is a quorum present at the subsequent meeting, the business of the meeting may be transacted by majority vote.
ARTICLE V – OFFICERS
Section 1
The officers of the Club shall consist of a Chairman of the Board, a Vice Chairman, Commodore, Vice Commodore, Rear Commodore, Immediate Past Commodore, Secretary, Treasurer and Corresponding Secretary. They shall take office on the second Saturday in September, and serve for one year. Officers, other than the Chairman and Vice Chairman need not be members of the Board.
Section 2
(a) The Chairman of the Board shall be chief executive of the Club and preside at all board meetings and general membership meetings.
(b) The Vice Chairman will assist the Chairman and, in his or her absence, act as Chairman.
(c) The Commodore will be the principle officer of the Club at all social functions and represent the Club at other events or gatherings outside the Club.
(d) The Vice Commodore will assist the Commodore and, in his or her absence, act as the Commodore.
(e) The Rear Commodore will assist the Commodore and in the absence of the Commodore and Vice Commodore, will act as the Commodore.
(f) The Immediate Past Commodore will assist and support the officers as needed.
(g) The Recording Secretary shall keep a true record of all meetings of the Club and of the Board of Governors, shall file all documents, records, reports and communications connected with the business of the Club. In case of inability to attend any meeting, to cause the necessary books and papers to be conveyed to the place of the meeting.
(h) The Treasurer shall have custody of all monies and securities of the corporation and shall keep regular books of account of the receipts of the corporation and shall deposit and disburse the funds of the corporation in such manner as shall be designated by the Board of Governors, making proper entry of all deposits and taking proper vouchers for all disbursements. They shall render to the Board of Governors at each regular meeting thereof, and to the Board Chairman when requested to do so, an account of transactions and the financial condition of the corporation.
(i) The Corresponding Secretary shall keep correct rolls of the members, their classes and the dates of their admission, handle correspondence, including meeting notices, prepare and mail dues and other financial notices including new membership applications and initiation fees.
(j) In case of vacancy as the result of death, resignation or removal of any officer of the Club, the Board of Governors will elect a replacement to fill the unexpired term of such office.
ARTICLE VI – COMMITTEES
Section 1
The Chairman shall appoint, with the approval of the Board of Governors, the Executive Committee and the following committee chairpersons:
House
Admissions
Nominating
Activities
Yearbook
Sailing
Technology
These committees shall be known as standing committees. The Chairman shall appoint other committees as he or she may deem advisable. The members of all committees shall serve until the expiration of the term of the Chairman during whose term they were appointed or until their successors are appointed. A vacancy occurring through resignation, disability or death of any committee member, shall be filled as provided above for the remainder of the term of such member.
Section 2
The Executive Committee shall consist of a minimum of 5 members appointed by the Chairman from the Board of Governors. The Executive Committee shall meet at the call of the Chairman for the purpose of considering immediate and long range planning, ways and means, and other matters pertaining to the welfare of the Club. The Executive Committee will provide the Board of Governors with reports and specific recommendations for appropriate action.
Section 3
The House Committee shall have charge of the Club House, its contents and grounds and maintenance thereof. They shall procure such articles and supplies as may be necessary for the use and convenience of members.
Section 4
The Admissions Committee will receive all membership applications. Each application, when duly approved, will be forwarded to the Corresponding Secretary. After receipt of all applicable fees and dues, the Corresponding Secretary will record the member information upon the roll of the Club. The Corresponding Secretary will then issue a letter of welcome along with a copy of these bylaws and club rules and regulations to the new member and shall notify the Board of Governors of newly elected members.
Section 5
The Nominating Committee shall consist of at least three members who are not on the Board of Governors and are not running for election who will present a slate of candidates for the Board of Governors at each annual meeting.
Section 6
The Activities Committee shall take charge of all entertainment, coordinating the social events and provide music, decorations and refreshments as befits the occasion.
Section 7
The Yearbook Committee shall plan, layout and coordinate a suitable annual yearbook which will present the events of the previous season, outline the coming events and include members names and addresses and other items it seems fit to record.
Section 8
The Sailing Committee shall administer a sailing instruction program, stimulate sailing interest, prescribe racing regulations and arrange for all sailing races. They shall determine all questions in dispute relative to yachting and racing. They shall provide racing buoys, starting gear, judges to officiate and other such officials as they may deem advisable in connection with all yachting and racing under the Club auspices.
Section 9
The Technology Committee shall make technology recommendations to the Board of Governors, serve as a resource for technology related matters, and establish policy for member and club use of such items.

ARTICLE VII – RESIGNATIONS
Section 1
All resignations shall be made in writing and be addressed to the Corresponding Secretary. Such resignation shall act as a release and assignment to the Club of all rights, titles and interest of such members in and to the assets of the Club.
ARTICLE VIII – SUSPENSION AND EXPULSION
Section 1
Membership in the Club may be terminated by vote of the Board of Governors upon:
(a) Sixty days in default in the payment of dues, assessments or any other charges incurred by the member.
(b) Proof of gross violation of Club rules and regulations, or conduct unbecoming a member.
Section 2
A member may be either suspended or expelled by the Board of Governors under subheading (a) or (b) of Section 1, provided that before either action is taken, the offending member shall have at least one week’s written notice of such proposed action and shall be given an opportunity to appear before the Board of Governors in their own defense.
Section 3
Disposition of Personal Property:  Persons whose Membership has terminated shall promptly remove all personal property from Club premises and surrender any locker or boat storage space. Any personal property remaining on Club premises after thirty (30) days from the date of a request to remove, sent by certified mail to the last known address appearing in the Club’s records, shall be deemed to be abandoned and shall be sold or otherwise assumed or disposed of by the Club. The proceeds of any such sale shall become property of the Greater Wildwood Yacht Club.
Section 4
Reinstatement: The Board of Governors shall have the power, but not the obligation, to reinstate any former Member who’s Membership has been terminated by expulsion due to delinquency once all outstanding past and current dues and fees incurred by the Member have been paid.
ARTICLE IX – MEETINGS AND ELECTIONS
Section 1
The annual meeting of the Club shall be held on the fourth Friday of August for the purpose of nominating and electing the Board of Governors to serve the Club for the ensuing year, and to transact any other business which may be required in conducting the affairs of the Club. The report of the Nominating Committee shall be received and additional nominations shall be permitted from the floor.
Section 2
The ballots used at the annual election shall be furnished by the Nominating Committee and shall be printed on paper of uniform size, shape and color, without device of any kind thereon except the time of holding the election and the words “Greater Wildwood Yacht Club”, and “Vote for not more than 12”. Such ballots shall contain the names of all persons nominated listed in sequence selected by lot by the Nominating Committee. The ballots shall provide sufficient space to write in nominations from the floor. The 12 nominees receiving the most votes will constitute the new board. In the event of a tie, a special runoff ballot shall be held immediately and successively until the tie is broken.
Section 3
The Chairman shall appoint a Judge and two Tellers: members but not candidates, to conduct the election. The Corresponding Secretary shall attest to the eligibility of any member nominated or voting in accordance with the rules as outlined in other sections of these bylaws.
Section 4
Voting shall be in person only and each person voting shall give his name to the Tellers and deposit his ballot in a receptacle provided by them.
Section 5
Special meetings of the Club may be called at any time by the Chairman or upon written request by five voting members in good standing.
Section 6
Notice of meetings must be made by electronic communication and sent to every voting member at his or her last known address appearing on the records, at least five days prior to any Club meeting.  If no electronic address is provided, communication will be made via US Mail at the last known physical address on the records.
Section 7
A quorum of all meetings except Board of Governors shall be fifteen voting members, if voting membership totals 100 or less. Beyond that, a quorum shall require the presence of five additional voting members for each additional 50 voting members above the number of 100 on the rolls.
Section 8
The procedures at all meetings of this Club shall be conducted in accordance with Roberts Rules of Order except when these bylaws provide otherwise.
Section 9
Minutes from all club meetings will be published and electronically distributed to all members in good standing of the club within 2 weeks of each meeting at the member’s last known e-mail address.  Hard copy will be provided to any member upon request.

ARTICLE X – FISCAL YEAR
Section 1
The fiscal year of the Club shall be the calendar year.
ARTICLE XI – AMENDMENTS
Section 1
Amendments to these bylaws may be made by two-thirds vote of the members present at any regular or special meeting provided, however, that the notice of such meeting shall have contained the proposed amendment in full, and provided that any proposed amendment must be presented to the Corresponding Secretary of the Club, in writing, signed by three voting members in good standing at least ten days prior to the meeting at which it will be presented.
ARTICLE XII – AUXILIARIES
Section 1
The Club authorizes and charters an auxiliary organization of members, the function of which is to carry out assigned social, cultural and sailing activities of the Greater Wildwood Yacht Club sanctioned by the Board of Governors of this Club. The auxiliary shall have all the power necessary to conduct its business.