BY-LAWS OF THE OLD COVE YACHT CLUB (INC.)
(amendments ratified in a Special Meeting March 4th, 2006)

Article I: Management
Article II: Meetings
Article III: Officers
Article IV: Membership
Article V: Dues and Assessments
Article VI: Committees
Article VII: Amendment
Article VIII: Order of Business
Article IX: Club Signal
Article X: Enrollment of Yachts
Article XI: Regattas
Article XII: Juniors, Sailing Instruction and Club Craft, Social
Article XIII: Suspension of By-Laws
Article XIV: Indemnification

Article 1: Management

1) The management of the affairs and property of the Club shall be vested in a Board of Directors to consist of not less than seven (7) nor more than fifteen (15) of its sustaining, regular or family members over 21 years of age as may be fixed from time to time by action of the Board of Directors then in office.

2) In the event of a vacancy the Board shall appoint a member to serve until the next annual meeting when a successor shall be elected for the remainder of the term.

3) The Board of Directors except as herein provided shall have the power to delegate any or all of its duties and powers to an Executive Committee to consist of at least five sustaining, regular or family members who are directors.

4) A majority of the Board or of the Executive Committee shall constitute a quorum.

5) No indebtedness may be incurred unless specifically authorized at the annual or a special meeting.

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Article II: Meetings

1) The annual meeting shall be held before Labor Day. At this meeting directors shall be elected to serve for three (3) years but as determined by the Board of Directors in such manner so that as far as possible one third of their total shall be elected each year. Directors shall hold their office until their successors have been elected. At the annual meeting, the Commodore, Vice Commodore, Rear Commodore, Secretary and a Treasurer shall be elected for a term of one (1) year and shall simultaneously continue to serve on the Board of Directors. New officers shall assume office October 1 and their predecessors shall serve until such date.

2) The Commodore shall call special meetings upon the written request of ten members, at the request of the Board of Directors, or at his or her, own discretion. Notice of any special meeting shall be given at least seven (7) days before the meeting. Only business mentioned in the notice shall be transacted.

3) Seven (7) members shall constitute a quorum at all meetings. If a quorum is not present, the Commodore, can adjourn the meeting to a fixed date without further notice.

4) Any member entitled to vote may vote by written proxy or by returning a written ballot sent to the Member by the Board of Directors.

5) The Commodore and the Board of Directors, at their discretion, may call regular and special meetings, in writing or by other electronic means, such as, telephone, facsimile and electronic mail. The Board of Directors may vote on matters at Board meetings by means of physical attendance, written direction, written proxy, telephone, facsimile, and electronic mail.

6) At the meeting of the Club called to adopt its By-Laws the Club shall elect the officers and directors to serve until the next annual meeting or until their successors are elected.

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Article III: Officers

1) The officers shall consist of a Commodore, Vice Commodore, Rear Commodore, Secretary and a Treasurer. In the event of a vacancy in any office, a new officer shall be appointed by the Board of Directors to serve until the next annual meeting or for such time as the Board may designate.

2) The Commodore shall be a member of the Board of Directors and shall be in command of the fleet and shall preside at all meetings. The Commodore shall be ex officio a member of all committees.

3) The Vice Commodore shall assist the Commodore in the discharge of his or her duties and in his or her absence act as Commodore except that he or she shall not be ex officio a member of all committees. The Vice Commodore shall be the official Club Measurer.

4) The Rear Commodore shall assist the Commodore in his or her duties and oversee the maintenance of the buildings, grounds and boats owned by the Club.

5) The Secretary shall keep a record of the proceedings of all meetings of the Club and send minutes to all members of the Board of Directors and Executive Committee; file all documents and communications connected with the business of the Club and attend to its correspondence; notify all members of meetings; keep an up to date list of members in good standing and of all yachts enrolled in the fleet with all their measurements and other available data; notify members of their election to the Club or to office or of their appointment to serve on committees; notify the Treasurer of the election of new members; have custody of the corporate seal, if any. In case of inability to attend any meeting, the Secretary shall cause all necessary books, papers, or other matters to be sent to the place of meeting.

6) The Treasurer shall have custody of all funds of the Club and deposit the same in such banks and under such designations as may be directed by the Board of Directors. The Treasurer shall mail notice of dues and assessments to members and collect and deposit the same and shall pay all bills contracted by the Club when approved by the Board of Directors, and shall keep correct and ample accounts of all receipts and disbursements. The Treasurer shall notify the Secretary of any Members delinquent in the payment of dues or assessments and shall render a full financial report at the annual meeting or when called upon to do so by the Board of Directors and shall perform such other duties as are usually incumbent on such office. The Treasurer shall promptly turn over to his or her successor all monies, effects and papers in his or her possession belonging to the Club. The Treasurer shall render a report whenever requested by the Board of Directors.

7) At the discretion of the Board of Directors, the same person may hold the office of Secretary and Treasurer.

8) The officers shall hold their office until their successors have been elected.

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Article IV: Membership

1) There shall be five (5) classes of membership, namely; Family, Single, Sustaining, Junior, and Honorary.

2) A Family Membership shall be open to the family member, his or her spouse/partner and their unmarried children through the last day of their 21st year. A Family membership shall be entitled to only one (1) vote, and may enroll children and grandchildren in the Junior Sailing Program.

3) A Single Membership shall be open to individuals who do not have family enrolled in the Junior Sailing Program, and are entitled to one vote.

4) A Sustaining Membership shall be open to past Family or Single Members who have been active members for at least five (5) years in the past, who wish to continue to be involved with the Club without enrolling children or grandchildren in the Junior Sailing Program, and shall be entitled to one vote.

5) A Junior Membership shall be open to individuals aged 21-30 years, does not allow for enrollment of children or grandchildren in the Junior Sailing Program, and does not have the right to vote.

6) An Honorary Membership shall be open to persons over 69 years of age who have previously been either Family or Single Members in good standing. Honorary membership shall be awarded by the Board of Directors considering lifetime contributions to the club and shall be entitled to all the same rights and benefits as all other members, except that Honorary Members, upon written notice to the Treasurer, shall not be assessed any membership dues.

7) Members shall be elected at a meeting of the Board of Directors or of the Executive Committee. Candidates must be proposed and seconded by members. New Members shall become such on receipt of dues and an initiation fee.

8) The full Board of Directors or a quorum thereof and not of the Executive Committee shall have the power to expel or suspend any member for violation of the By-Laws or for conduct prejudicial to the Club and the decision of the Board shall be final, but before any such action, except in case of non-payment of dues or assessments, the member shall have been given notice and an opportunity to be heard before the Board.

9) Any member in good standing and not in arrears in dues may resign by delivering a written notice to the Treasurer. The resignation of a Member shall not relieve that Member from payment of any obligation due to the club at the time of resignation.

10) Members who fail to pay their dues within thirty days after May first (1st) shall be notified by the Treasurer and shall be assessed a late payment fee. If such dues remain unpaid on September fifteenth (15th) the defaulting member shall cease to be a member of the Club, but at the discretion of the Board may be reinstated upon payment of the arrears. A member shall cease to be such if he fails to pay any special assessment within thirty days after notification thereof.

11) Only Members in good standing and not in arrears may vote at any election or upon any question. Members shall keep the secretary currently advised in writing of their mailing addresses.

12) Each Member of the Club specifically agrees that:
a) Each Member will make every effort to contribute as much volunteer help to the Club as possible.
b) He/She/ WILL assume all risk associated with club activities. Each Member acknowledges that sailing is a hazardous sport which can cause death, permanent disfigurement and disability.
c) THE CLUB DOES NOT PROVIDE INSURANCE TO ITS MEMBERS. Financial responsibility for injuries and/or property damage is the sole responsibility of each Club Member. Personal liability insurance coverage shall be a requirement of all Members.
d) Each Member shall fully release and discharge the Club and its directors, officers, agents and employees from any and all claims from injuries, including death, damage or loss which the Member or his/her children, wards and/or guests may have or which may occur on account of participation in any Club activity or program.
e) Club Members and their children, and/or guests who are under the legal drinking age shall not consume alcoholic beverages during Club functions or on Club Premises.

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Article V: Dues and Assessments

1) The annual dues shall be fixed from time to time by the Board. Dues shall be payable not later than May first (1st) in advance.

2) Initiation fees for new members, and late payment fees shall be fixed from time to time by the Board of Directors.

3) Special assessments shall be made only when such assessments have been passed in the form of a motion made at the annual or a special meeting. In the discretion of the Board of Directors, 20% of operating profits annually shall be transferred to the Club’s capital account.

Article VI: Committees

1) Nominating Committee - A Nominating Committee for Members of the Board and Officers shall consist of the past two (2) Commodores and the sitting Commodore as Chairman, with the sitting Vice Commodore filling any vacant position. The Nominating Committee shall coordinate the nominating process, nominate and recruit candidates for vacancies that have occurred on the Board of Directors or among the officers. Selections of the Nominating Committee shall be reported to the Board of Directors and notice of said nominations shall be communicated to the Members at least ten (10) days before the annual membership meeting

2) Race Committee - A Race Committee consisting of at least 3 members with the Vice-Commodore as Chairman shall be appointed by the Commodore. It shall make arrangements for, take charge of, determine all handicaps for, and act as judges of all races held by or under direction or authority of the Club and decide all questions that arise respecting such races.

3) Special Committees - Special committees may be appointed by the Board.

Article VII: Amendment

1) These By-Laws may be amended by a two-thirds (2/3) vote of the members present at any annual or special meeting provided the proposed change was stated in the notice of the meeting.

2) These By-Laws may also be be amended by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board. If any By-Laws are adopted, amended or repealed by the Board, there shall be set forth in the notice of the next annual membership meeting the By-Laws so adopted, amended or repealed, together with a precise statement of the changes made. Bylaws adopted or amended by the Board of Directors may be amended or repealed by a two thirds (2/3) vote of the members present at any annual or special meeting

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Article VIII: Order of Business
The annual and special meeting shall follow regular parliamentary procedure. The order of business shall be as follows:

  • Roll call
  • Minutes of previous meeting
  • Reports of officers
  • Reports of committees
  • Elections
  • Unfinished business
  • New business
  • Miscellaneous
  • Adjournment

The regular order of business may be suspended at any meeting by a two-thirds vote.

Article IX: Club Signal
The burgee of the Club shall be:

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Article X: Enrollment of Yachts

All yachts owned or controlled wholly or in part in good faith by members shall be enrolled in the Club by the member filing with the Secretary a description containing a statement of its type, name, number if any, dimensions, rig, ownership, power if any, name of builder and designer, place and date of building, or such thereof as is known. Yacht shall include power boats as well as sailing craft.

Article XI: Regattas

There shall be an annual regatta and such other regattas as may be planned by the Race Committee.

Article XII: Juniors, Sailing Instruction and Club Craft, Social

The Board shall make such arrangements and rules and regulations including charges as they deem necessary or desirable with respect to a sailing instructor and sailing lessons, and the use and operation of craft owned or controlled by the Club. Committees subject to the control of the Board shall have charge of junior and social activities.

Article XIII: Suspension of By-Laws

These By-Laws or any of them may be suspended at any meeting by the unanimous vote of the members present but such suspension shall expire with the meeting at which it is ordered.

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Article XIV: Indemnification

The Club shall indemnify to the full extent authorized or permitted by the law of the State of New York any person made, or threatened to be made a party to any action or proceedings (whether civil or criminal or otherwise) by reason of the fact that he/she or his/her testator or intestate, is or was a director or officer of the Club or by reason of the fact that such director or officer, at the request of the Club, is or was serving an other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law.

Amendments ratified in a Special Meeting March 4th, 2006.

End of By-Laws.

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