South Portland, Maine
AS AMENDED 12/7/01 AND APPROVED
CENTERBOARD YACHT CLUB
BY-LAWS
ARTICLE I - NAME
This corporation shall be known as the CENTERBOARD YACHT CLUB, of the City of South Portland, Maine.
ARTICLE II - OBJECT
The object of this club shall be to encourage the sport of yachting, to promote the science of seamanship, navigation, and small boat handling, to maintain a suitable Clubhouse and Anchorage for the recreation and pleasure of its members.
ARTICLE III - OFFICERS
The Officers shall be a Commodore, Vice-Commodore, Rear-Commodore, hereinafter known as the Flag Officers, Secretary and a Treasurer and all be members in good standing.
ARTICLE IV - DUTIES OF OFFICERS
1. COMMODORE: It shall be the duty of the Commodore to command
the squadron and, when sailing as a fleet, no boat
shall leave the squadron without the consent of
the Flagship, and all members; shall be subject to
his/her lawful orders.
A. The Commodore shall preside at all meetings of the Club
and the Board of Trustees.
B. The Commodore may call a special meeting of the Club at
his/her pleasure or at the request of TEN
Percent of the CURRENT MEMBERSHIP LIST, BOATING AND
SOCIAL, OR THE BOARD OF TRUSTEES.
C. The Commodore may appoint any additional officials, such as Fleet Captain, Fleet Surgeon, or Fleet Chaplain as he/she may deem advisable.
D. The Commodore may appoint the chair and members of all standing committees and any special committees at his/her pleasure or at the request of the Board of Trustees.
E. The Commodore is the senior ranking person belonging to
Centerboard Yacht Club. He/she shall have overall
responsibility for the administration and operation of the
Club and all related activities. The Commodore will have
the final authority on any decisions affecting Centerboard
Yacht Club subject to review by the Board of Trustees.
2. VICE-COMMODORE: It shall be the duty of the Vice-Commodore to
assist the Commodore in the discharge of
his/her duties and to officiate in his/her
absence, thereby assuming all of his/her
authority.
A. The Vice Commodore shall take responsibility for day to
day marine side operations including but not limited to
maintenance and care of the floats while in water,
launches and work boats, launch operators and operation
and disposition of guest yachts and boats using member
moorings within the Centerboard Yacht Club mooring area.
B. The Vice Commodore will be in charge of member mooring
registration and inspection and compliance with any and
all applicable Federal, State and Local laws.
3.REAR-COMMODORE: It shall be the duty of the Rear-Commodore to
assist the Commodore and Vice-Commodore in the
discharge of their duties and to officiate in
their absence, thereby assuming all of the
Commodore’s authority.
A. The Rear Commodore shall take responsibility for day to
day shore side activities and requirements including but
not limited to Club and property maintenance, work
parties, Club rentals, ensuring utilities (fuel, gas,
etc.) are maintained and assisting the House Committee and
Entertainment Committee as requested.
4. SECRETARY: It shall be the duty of the Secretary:
A. To keep a true record of all the meetings for permanent record.
B. To keep a current correct roll of all members for permanent record.
C. To maintain a file of all-necessary documents, all Club
records of meetings, By-laws, and membership records and
have them available upon request.
D. To attempt to notify all members in advance of all Club
and Board of Trustee's meetings to be held.
E. To have custody of the Club By-laws and records.
F. To coordinate and publish a monthly newsletter as well as
other correspondence as directed by the Commodore and/or
the Board of Trustees.
G. Will report to the Commodore.
5. Treasurer – The Treasurer shall serve as the chief financial officer of the Club and its subsidiaries. The responsibilities of the
Treasurer shall include the following:
The Treasurer shall report to the Commodore and shall also be a member of the finance committee or other committee, which oversees the investment of the Club’s funds. The Treasurer may, with concurrence of the Trustees, engage outside assistance in the performance of these duties.
ARTICLE V - POWERS AND DUTIES OF TRUSTEES
1. There shall be a Board of Trustees which shall consist of the
Flag Officers, Secretary, Treasurer, the Immediate Past
Commodore and six other Club Members.
2. The Board of Trustees shall organize within thirty days after
the annual election and the Commodore shall be Chairman for
the ensuing year.
3. The Board of Trustees shall meet at least once a month.
4. Seven members shall constitute a quorum.
5. They shall have entire authority in the management of the
Club and its affairs and finances, and shall have general
control of all the Clubs property. All rights and powers
connected therewith shall be vested in them.
6. They shall make such "Rules" as they deem proper, respecting
the use of the Club facilities; prescribe rules for the
admission of strangers; and fix penalties for offenses
against the rules. These Rules shall be posted on the
Clubhouse Bulletin Board and sent to the membership yearly.
7. They shall elect nominees to membership in the club as
hereinafter provided. Such election must be at a regular
meeting of the Board and two negative votes shall reject. No
rejected candidate shall be eligible to membership within one
year after rejection.
8. They shall have the power to remit the dues of any member
who, in their opinion, has rendered sufficient service to
warrant the same and to make them a Life Member.
9. Upon receipt of a petition signed by at least 10% of the
members of the club and delivered to the Secretary at least
10 days in advance of a regular meeting, any action taken by
the Board of Trustees may be rescinded by the two-thirds vote
of members at such meeting with a minimum of sixty members in
attendance.
10. The Board of Trustees shall have the financial records of
the Club reviewed no less than annually.
11. All appropriations of Club funds shall be approved by the
Board of Trustees based on the annual budget.
12. All revenue from initiation fees, late payment fees and
membership application fees shall be retained in the
Contingency funds to be used for Capital Improvement as seen
fit by the Board of Trustees.
ARTICLE VI - NOMINATING COMMITTEE
1. There shall be a Nominating Committee consisting of three
Club members who shall be elected at the regular September
meeting.
2. This committee shall nominate candidates for all elective
offices to be filled at the next annual meeting and shall
post the names of such candidates on the Clubhouse bulletin
board and placed in the Centerboarder at least four
weeks prior to the annual meeting.
3. Any ten members in good standing may nominate candidates for any office by posting the names of such candidates on the Clubhouse bulletin board and notify the club membership by mail at least two weeks prior to the annual meeting. Such nominations shall be subscribed by the members nominated.
ARTICLE VII - STANDING COMMITTEE
1. The standing committees shall be a Membership Committee,
House Committee, Race Committee, Mooring Committee,
Entertainment Committee, Finance Committee, and Launch
Committee. They shall be appointed annually by the commodore,
with the approval of the Board of Trustees, at the first
regular meeting after the annual election. Each Committee
will consist of a minimum of three members. Each committee
shall perform all duties as assigned by the Board of
Trustees, including those outlined below.
A. The Membership Committee shall investigate and pass upon
the qualifications of all candidates for membership and
report their conclusions to the Board of Trustees.
B. The House Committee shall work under the jurisdiction of
the Rear Commodore and shall be responsible for the
maintenance of the Clubhouse, sheds and grounds, including
activities associated with their use and to purchase and
maintain adequate supply inventory necessary to carry out
this function.
C. The Race Committee shall receive entries for all races and
have the direction and control of all races.
D. The Mooring Committee shall designate the location of all
moorings within the Club Anchorage, post all current
Harbor Regulations pertaining to moorings on the Clubhouse
Bulletin Board and notify members of any changes to the
regulations. It shall keep all mooring applications,
inspection reports and any other material provided to or
received from Federal State and Local authorities for all
Boating Members of the Club. All applications and Fees for
mooring registration shall be paid to the Club. The
Mooring Committee shall report to the Vice Commodore.
E. The Entertainment Committee shall provide and take charge
of all entertainment hosted by this committee.
F. The Finance Committee shall oversee the investment of the
Building, Contingency and any other Restricted Funds. They shall make a report monthly to the Board of Trustees for Board approval on the activity of these accounts, or until the Funds are discharged for the acquisition of the property. One member shall be elected annually at the first meeting of the new Board of Trustees and serve for a three (3) year term. The Finance committee shall be overseen by the Board of Trustees.
G. The Launch Committee shall oversee the maintenance and
repair of the Club Launches.
ARTICLE VIII - ELECTIONS
1. The Flag Officers, Secretary and Treasurer shall be elected
at the annual meeting of the Club and shall hold office for
one year or until their successors are elected.
2. At each annual meeting there shall be elected two members of
the Board of Trustees who shall hold office for three years
or until their successors have been elected.
3. A majority of the votes cast at the annual Club meeting shall
be necessary to elect the Flag Officers, Secretary, Treasurer
and the two Board of Trustees.
4. All vacancies in elected offices shall be filled by the Board
of Trustees.
ARTICLE IX - MEMBERSHIP, DUES AND ASSESSMENTS
1. The club shall be composed of four categories of membership;
"BOAT OWNER", "SOCIAL" and "LIFE" shall have voting privilege
and "HONORARY".
A. "BOAT OWNER" membership is limited to available
mooring space with a maximum of 130 members who are
entitled to full use of all facilities.
B. "SOCIAL" membership total shall not exceed 46 members
who are restricted from using the floats and launch
operations.
C. "LIFE" members shall be those persons who have
distinguished themselves as members in good standing
who have rendered this Club important services and
benefits, and are entitled to full use of all
facilities.
D. "HONORARY" members shall be those persons who have
distinguished themselves in the encouragement of
yachting or have rendered this Club important
services and benefits, or whom for other reasons the
Club may see fit to honor. "HONORARY" members are
restricted from using the floats and launch
operations.
2. Each candidate for membership must complete a CYC membership
application which is signed by two members in good standing.
Completed applications along with the application fee must be
sent to the Treasurer, who will immediately notify the
membership chairman.
3. Upon notification of the Board of Trustee's approval of
membership, admission to CYC shall be contingent upon receipt
by the Treasurer of all dues and fees within ten (10) days.
New members dues and assessments will be for the fiscal year
begun November 1.
New Member Initiation Fees
"BOAT OWNER” $ 250.00
"SOCIAL” $ 35.00
"SOCIAL" membership initiation fees are not transferable toward "BOAT OWNER" membership fees.
4. "LIFE" and "HONORARY” members shall be appointed by the Board
of Trustees and sha11 pay no dues.
5. The right to hold office of Commodore, Vice Commodore or Rear
Commodore shall be restricted to "BOAT OWNER" and "LIFE"
members who are boat owners at the time of their election.
6. The membership of each legally married member shall be deemed
to be held jointly by the member and his/her spouse and each
deemed to be full members of the Club, unless such members
indicate in writing (signed by both) to the Secretary that
one of them wishes to hold membership in their name alone.
Each jointly held membership shall be counted as a single
membership for the purpose of determining membership limits,
quorum determination and limited to a single vote.
Either spouse in a jointly held membership, but not both at
the same time, may serve as a Flag Officer or Trustee.
7. Membership to CYC is personal to each member and is not
transferable or assignable with the single exception that at
the time of the death of a spouse in a couple holding a
membership jointly, that membership shall automatically
transfer to the surviving spouse if he/she elects to continue
that membership.
8. At the time of divorce or dissolution of marriage or the
separation of a couple holding a membership jointly, the
members must decide between themselves or obtain a Court
Order stating in whose name the single membership will
continue and file with the Secretary a designation, signed by
both members of the former couple, stating which person
shall continue to maintain the membership. Failure to file a
designation within a reasonable time will result in a review
by the Board of Trustee of such membership.
9. Any member in good standing who resigns in writing and within
ten (10) years reapplies for membership, may be provided a
priority consideration, no initiation fee shall be required,
and such member shall receive credit for any prior Building
Fund Assessments which such member can demonstrate he/she has
paid.
DUES AND ASSESSMENTS
10. All dues and assessments shall be for the fiscal year
commencing November 1, and shall be calculated according to
the following schedule.
A. Annual operating fund dues for "BOAT OWNER" members will
be determined after the adoption of an annual budget,
prepared by the Board of Trustees before February 1.
B. Annual operating fund dues for "Social" members shall be
determined by the Board of Trustees annually.
C. Building fund assessments are restricted for the improvement, repair and mortgage expense of land and building and shall be separately maintained.
All withdrawals must be approved at a meeting of the Board
of Trustees. Building fund assessements shall be as
follows:
· Two Hundred Dollars ($200.00) annually for "BOAT OWNERS",
paid the first five (5) years of such membership. If
member changes to social member, said member
reserves the right to continue to pay the Two Hundred
Dollars ($200.00) annually to complete the five (5) year
term.
· Twenty Five Dollars ($25.00) annually for each "SOCIAL"
member.
D. Contingency fund assessments which will be used for the
purchase of capitol or extraordinary items shall be Fifty
Dollars ($50.00) paid annually by "BOAT OWNER" members
beginning on their sixth year of such membership.
11. All dues and assessments shall be paid in accordance with
the following schedule.
"BOAT OWNER" Members
A. Due October 15, fifty percent (50%) of previous years
operating fund dues and all assessments.
B. Due March 15, remainder of operating fund dues determined
after adoption of the annual budget.
"SOCIAL" Members
A. Due October 15, all operating fund dues and assessments.
12. Thirty (30) days after dues notice have been sent, the
Treasurer will send delinquent letters. Any funds paid after
these dates will be subject to a Ten (10%) per cent fine of
the billed total.
13. If the amount due, plus fines if not paid within 45 days of
when dues notices were sent, the member shall be stricken
from the roll and denied all Club privileges and required to
return all Club property. Any member dropped from the roll
for nonpayment of funds, may upon payment of same, plus
initiation fee, and at the discretion of the Board of
Trustees, be reinstated to membership.
14. "SOCIAL" members paid operating funds and assessments are
transferable towards "BOAT OWNER" membership only in the
fiscal year they are offered "BOAT OWNER" status.
ARTICLE X - CONDUCT AND DISCIPLINE
Members shall be responsible for their conduct and the conduct and
indebtedness of all persons admitted to Club property or anchorage at their request. If any member shall be charged with: 1) conduct injurious to the welfare of the Club as determined by the Board of Trustees; 2) a violation of the Club By-Laws and/or Rules & Regulations; 3) causing serious damage to Club property or the property of any other Club Member for which no restitution is made; the Board of Trustees shall cause a statement of such charge to be served upon the member, together with notice of the time and place where they will meet for consideration thereof. If the Board of Trustees after hearing and considering the evidence offered, to be satisfied of the validityof such charge, they shall have the power to suspend or expel such member. The decision of the Board of Trustees shall be filed with the Secretary and he/she shall mail copies thereof to the member and/or members concerned. An appeal from the Board of Trustees decision may be taken to the Club within five (5) days by serving upon the Secretary a written notice of such appeal. A special meeting shall be called and a vote shall be necessary to reverse the decision of the Board of Trustees in accordance with Article V, sub paragraph 9. The decision of The Board of Trustees or by the Club if appealed should be final.
ARTICLE XI - MEETINGS
1. The annual meeting shall be held in November at which time
the officers for the ensuing year shall be elected.
2. Regular meetings shall be held, usually the first Friday of
each month. The Secretary shall call special meetings at the
discretion of the Commodore or the Board of Trustees.
3. Fifteen members shall constitute a quorum, except as otherwise specified herein.
4. Notices of meetings shall be given to the members by mail,
E-Mail or telephone.
5. Members in good standing control only one vote. Vote by written proxy is permissible. For membership held by a married couple, either spouse may cast the vote.
ARTICLE XII - BURGEE, FLAGS AND NIGHT SIGNAL
1. The Club Burgee, to be flown from a suitable pole at the
Club, or on yachts of the fleet shall be as follows:
The Club Burgee is a double pointed flag with the length one and one-half times the hoist. White Triangle: One side is the hoist of the flag and the opposite point is two-thirds the length of the flag. Club initials: "CYC" are in blue block letters one-quarter of the hoist high and one-sixth of the hoist wide, properly spaced and centered within the white triangle. Blue Triangles: Symmetrical blue triangles bound the two equal side of the white triangle forming double points one-half the length of the hoist apart at the extreme end of the flag. The Device: A white five-pointed star, pointing up, centered in the upper blue triangle directly above the point of the white triangle. The overall diameter of the star is one-sixth the length of the hoist.
2. The Commodores Flag.
3. The Vice-Commodores Flag.
4. The Rear-Commodore Flag.
5. The Yacht Ensign.
6. The Race Committees Flag.
7. The distinguishing Night Signal of the Club shall be blue
over white over blue to be arranged vertically.
8. Colors shall be displayed at the Club from Opening
to sunset and the Night Signal from sunset to sunrise. From
Opening Day to Labor Day.
ARTICLE XIII - ORDER OF BUSINESS
The order of business shall be:
1. Reading and adoption of the minutes of the previous meeting.
2. Any necessary elections.
3. Reports of officers.
4. Reports of committees.
5. Old or unfinished business.
6. New business.
7. Date of next meeting.
8. Adjournment.
ARTICLE XIV - RULES
Rules describe the level of conduct and responsibility of all C.Y.C. members and their guest. Rules are adopted exclusively by the Board of Trustees. Rules shall be posted at all times on the Clubhouse bulletin board and all changes published in the "Centerboarder".
ARTICLE XV - LIABILITY
Members recognize that water sports and boating can be hazardous at times and that in the use of the Clubhouse and other Club facilities, it is up to each member to be responsible for his/her personal safety and the safety of those in his/her party. Members also recognize that participation at Club work parties is voluntary and can involve hazardous activities. Neither the Club nor its employees shall be held liable for any damage or bodily injury occurring on the Club premises or at Club functions.
ARTICLE XVI - MOORING AND FLOATS RULES
1. The Club shall maintain compliance with all Federal, State
and Harbor Commission mooring and float laws -– as
administered by the local Harbor Master and Coast Guard
and/or Harbor Commission.
2. Whereas the Clubs collective mooring jurisdiction is
delegated by the Harbor Master to the Club Mooring Committee,
at least one Committee person shall apply for official
"Assistant Harbor Master" status.
3. Said Mooring Committee -- subject to guidance and approval of
the Harbor Master and Harbor Commission -- shall exercise
operational authority over all mooring and anchoring
privileges of the Club Fleet -- including administration of
governmental registration and fee requirements.
4. The Assistant Harbor Master shall assign a number to each
Club mooring and harbor space, and register same with the
Board of Harbor Commissioners. This number shall be evident
on each mooring float, chain and winter spar.
5. Only "BOAT OWNER" and "LIFE" members shall be allotted a
registered mooring space number.
6. Under the Clubs composite fleet governmental franchise,
severance of "BOAT OWNER" membership shall unequivocally
cause termination of the member's mooring registration and
harbor space permit. The number and harbor space shall be
unconditionally relinguished by the ex"BOAT OWNER" and revert
to the Club for reassignment. Arrangements to remove the
mooring must be made within fifteen (15) days from
termination with the Mooring Committee at ex-member's
expense.
7. Individual "BOAT OWNER" or "LIFE" members shall be limited to
only ONE registered mooring/harbor space permit. Any petition
for exception to this ruling shall be resolved by the Club
Board of Trustees at a duly constituted and scheduled
meeting.
8. No mooring emplacement in the anchorage shall be effected by
any Club member prior to inspection and approval by the Mooring Committee - regarding type, design, rode, tackle, gear and specific harbor location.
9. Any mooring component salvaged from the Clubs jurisdiction
area of the harbor, will be considered Club property and
shall be reported to the Mooring Committee.
10. The Mooring Committee -- at its discretion -- may require
any Club member to relocate a mooring by reason of vessel
size, draft or proximity factors; or to facilitate operation
of navigational corridor from the Club landing to the Federal
Channel.
11.The Mooring committee shall, periodically as necessary, post
and issue updated written instructions to all Club members.
ARTICLE XVII - AMENDMENTS AN RESOLUTIONS
1. The By-Laws, may be amended as follows;
a. Each amendment must be submitted in writing to the Board of Trustees and signed by at least ten percent (10%) of the current C.Y.C. membership
b. The Secretary shall notify all members by mail that
adoption of this amendment shall be voted upon at the next
regular meeting.
c. Majority action at this meeting shall determine the fate
of the proposed amendment, with at least 40 votes in
favor.
2. The Secretary - duly elected - or his/her ad hoc replacement,
is charged with maintenance of a log of all Club resolutions,
duly voted at either regular Club Meetings or regular Board
of Trustees Meetings. This log will be permanent property of
the Club and shall be present at all meetings, Club or Board
of Trustees, for reference.
3. Dissolution proceedings shall take place only when approved
by two-thirds vote of the entire membership at an Annual
Meeting. The assets of the Club shall be transferred to an
organization whose purposes are similar to those of the Club,
which is a nonprofit organization under Title 13-B of Maine
Revised Statutes, or equivalent nonprofit or governmental
organization.
Article XVIII - Indemnification
18.01. The Club shall in all cases indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Trustee, officer, employee or agent of the Club, or is or was serving at the request of the Club as a director, officer, employee or agent of YC Realty, Inc. or is or was serving at the request of the Club as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided that no indemnification shall be provided for any person with respect to any matter as to which such person shall have been finally adjudicated in any action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Club or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
18.02. Any provision of Sections 18.01 or 18.03 to the contrary notwithstanding, to the extent that a Trustee, officer, employee or agent of a Club has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 18.01, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection therewith.
18.03. Any indemnification under Section 18.01, unless ordered by a court, shall be made by the Club only as authorized in the specific case upon a determination that indemnification of the Trustee, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 18.01. Such determination shall be made by the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion, or by the Shareholders.
18.04. The Club shall have power to purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the Club, or is or was serving at the request of the Club as a Trustee, officer, employee or agent of YC Realty, Inc. or another Club, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by him or her in any capacity, or arising out of his or her status as such, whether or not the Club would have the power to indemnify such person against such liability under this Article.
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