Constitution & By-Laws

Constitution of the Blue Marsh Sailing Association

 PRE-AMBLE

 The Blue Marsh Sailing Association is a non-profit association of sailors and interested people dedicated to the advancement and enjoyment of sailing in its many forms.

ARTICLE I – Name

The name of the organization is “Blue Marsh Sailing Association”.

 ARTICLE II – Purpose of the Association

 Section 1.

 a. To promote a program of sailing safety;

b. To promote interest and fellowship in sailing as the Association may from time to time develop;

c. To support sound conservation policies;

d. To disseminate information on sailing through classroom and open water instruction;

e. To strive for favorable legislation;

f. To obtain publicity favorable to sailing and sailing activities.

 Section 2.

 The Association is a non-profit organization.

 ARTICLE III – Membership

 Section 1.

 Any person 18 years or older is eligible for membership.

 Section 2.

An applicant becomes a Member upon payment of initiation fees and/or dues.

 Section 3.

 Affiliate and Honorary Members are defined by the By-Laws of this Constitution. Affiliate Members may be counted to establish a quorum and may vote, but may not hold elective office. Affiliate Members are also subject to guest fees as they apply to Association events. Honorary Members cannot be counted to establish a quorum, hold elective office, or vote.

 Section 4.

 Association events, sailing or social, are intended for members. Guidelines for non-member participation are as follows:

a.  A non-member will be subject to a guest fee as determined by the board.

b. An event may be opened to non-members after a designated time (cutoff date) that would allow members every opportunity to participate if they choose. No member who is signed up prior to the cutoff date should be displaced by a non-member. Regarding sailing events, every effort should be made to accommodate members who wish to crew.

c. Non-members participating in an Association event will do so at their own risk.

d. Non-members are not eligible to possess property of the club.

ARTICLE IV – Fees, Dues and Assessments

Section 1.

Initiation fees, dues and assessments will be determined by 2/3 of Members present at any meeting.

Section 2.

Motion to change or impose fees, dues or assessments will be made in writing to members 30 days prior to the meeting at which a vote is taken.

Section 3.

Upon termination of the Association, all property and money will be divided among the current members of record proportionally to the percentage of their dues contribution in the year of termination.

ARTICLE V – Suspension of Termination of Membership

Section 1.

Membership in the Association is terminated if dues are delinquent for three months.

Section 2.

Any Member delinquent in fees or assessments for three months may have their membership suspended or terminated by a majority of Members present at any meeting of the Association.

Section 3.

Any Member, Honorary Member, or Affiliate Member who intentionally violates a safety rule prescribed by the Safety Committee may have their membership suspended or terminated by a majority vote of Members present at a regular meeting of the Association.

Section 4.

Suspension of membership is defined in the By-Laws of the Association.

Section 5.

During any period that a Member is delinquent in payment of dues, fees, or assessments, the member cannot:

a. Be counted to establish a quorum;

b. Vote.

Section 6.

A former Member, whose membership is terminated for non-payment of dues, will become a Member upon payment of dues.

Section 7.

Suspended or terminated Members, Honorary Members, or Associate Members may be reinstated upon a majority vote of the Members at any regular meeting of the Association.

ARTICLE VI – Officers and Board of Directors

Section 1.

The officers of the Association are five elected officials:

a. Commodore

b. Vice Commodore

c. Secretary

d. Treasurer

e. Rear Commodore

Section 2.

The Board of Directors are the officers of the Association and the past Commodore, who serves in an advisory capacity.

Section 3.

No person shall serve for more than three consecutive years as an officer of the Association with the exception of:

a. Fourth year as Commodore after three years in other offices;

b. Ex officio in the Past Commodore position.

Section 4.

At board meetings, a quorum is three officers. Majority vote shall prevail.

Section 5.

An officer must be a Member of the Association.

ARTICLE VII – Business of the Association

Section 1.

The Board of Directors will conduct the business of the Association. The Board has charge of the general operations of the Association.

Section 2.

The Board receives reports from all committees.

Section 3.

The Board passes on contracts, engagements, and activities.

Section 4.

The Board receives an annual financial report from the Treasurer in January of each year. Financial records may be audited by the Board or its assignee at any time.

Section 5.

The activities and procedures of all standing committees must be approved by the Board.

ARTICLE VIII – Election of Officers

Section 1.

The Commodore appoints a Nominating Committee of three Members by August of each year. The Nominating Committee prepares a list of consenting nominees, maximum of two, for each elected office.

Section 2.

The Nominating Committee presents the nominees to the Membership of the Association meeting in September.

Section 3.

Motions for nomination of consenting Members may be made by Members from the floor at the time the Nominating Committee presents its list.

Section 4.

No more than four nominees can be listed for any officer position.

Section 5.

The date for election of nominated officers is the first meeting in October of each year.

Section 6.

Elections are by secret ballot. Each member is entitled to one vote for each officer to be elected. The nominee receiving the largest number of votes is elected.

Section 7.

Where there is one nominee for any officer position, that officer is considered elected by acclamation.

Section 8.

All vacancies in elected positions are filled for the balance of the term by appointment of the Board, except in the event of vacancy in the office of Commodore, the Vice Commodore succeeds to the office of Commodore.

Section 9.

The term of office is twelve months.

Section 10.

The term of each officer extends until his successor is installed.

ARTICLE IX – Duties of Officers

Section 1.

Duties of the officers of the Association are defined by the By-Laws. These duties are the ones usually associated with the titles of the office.

ARTICLE X – Amendment to the Constitution

Section 1.

The Constitution of the Association may be amended at any regular or special meeting by 3/4 of the Members present.

Section 2.

Notice to amend the Constitution must be given in writing to all Members at least 30 days prior to the meeting at which a vote to amend is taken.

Section 3.

Written notice to members must specify the Article and Section of the Constitution to be amended and the substance of the proposed amendment.

Section 4.

Written notice to members to amend the Constitution may be waived if at least 3/4 of the total membership are in attendance at the meeting at which it is proposed to amend the Constitution.

ARTICLE XI – Meetings

Section 1.

Regular meetings of the Association are held once a month.

Section 2.

Special meetings may be called at any time by any five members or the Commodore by written request to the Secretary. Notice of special meetings shall be given to all members, preferably in writing, at least one week prior to the meeting. The special meeting is limited to the purpose for which it was called and adjourned.

Section 3.

All matters of parliamentary law and procedure not specifically set forth in the Constitution is governed by Roberts Rules of Order.

Section 4.

Thirteen Members present at a regular or special meeting shall constitute a quorum for the transaction of business, except as otherwise provided herein.

Section 5

Regular meetings may be postponed or cancelled at the discretion of the Commodore in consultation and agreement of two officers of the Association.

ARTICLE XII – By-Laws

Section 1.

By-Laws to the Constitution define the Organization, Operation and Authority of the Association, Officers, and Board of Directors.

Section 2.

By-Laws may be added, amended or dropped by majority vote of Members at any regular or special meeting of the Association, except as provided in other articles of this Constitution.

Section 3.

Motions to add, amend or drop a By-Law must be given to all Members in writing at least 30 days prior to a vote on the motion. This motion may be waived if at least 3/4 of the total membership are in attendance at the meeting at which it is proposed to amend the By-Laws.

Constitution Current December 2003

By-Laws to the Constitution of
the Blue Marsh Sailing Association

Paragraph 1 – Names and Terms Defined:

A.   The Blue Marsh Sailing Association is called the “Association” in the Constitution and By-Laws.

B.   The Board of Directors is called the “Board” in the Constitution and By-Laws.

C.   A Member pays dues, fees, and assessments and is entitled to all privileges of membership.

D.   An Honorary Member pays no dues or assessment. Honorary Membership is awarded by a majority vote at regular meetings upon recommendation of the Board.

E.   An Affiliate Membership is an optional membership class for a person residing outside of a 100 mile radius of Reading, Pennsylvania, the established home of the Association.

F.   Dues are annual payments to the Association required of all Members, and Affiliate Members.

G.   Fees are special payments to the Association to attend or participate in special activities of the Association as determined by Standing or Special Committees, approved by the Board.

H.   Assessments are special payments to the Association approved by the Board and the Members upon recommendation of the Board.

I.    Termination means Members, Honorary Members, or Affiliate Members do not have any rights or privileges in the Association.

J.    Suspension means Members, Honorary Members, or Affiliate Members, do not have any rights or privileges in the Association, for a stated period of time.

K.   Family Membership includes husband, wife, and minor children under 18 years of age. Husband and wife are Members.

L.   The term “delinquent” is defined as the period after January 31 of any year.

Paragraph 2 – Duties of Officers:

A.   Commodore – The Commodore is the executive officer of the Association and Board.  The Commodore exercises all the powers and performs all the duties usually associated with the office.  The Commodore presides at all meetings of the Association and Board, appoints Chairpersons of all Committees.

The Commodore conducts business of the Association as guided by Roberts Rules of Order.

The Commodore has no power to bind the Association to contracts or agreements, unless specifically authorized by the Board.

The Commodore is authorized to act and speak for the Association in cases of emergency and will report such acts or statements to the Board.

B. Vice Commodore – The Vice Commodore assists the Commodore in the administration of the affairs of the Association and performs all the duties of the Commodore in his absence. The Vice Commodore is the Commodore nominee of the Association.

C. Secretary – The Secretary attends to the general correspondence of the Association and the Board and performs duties usually associated with the office.

The Secretary shall keep careful and complete minutes of Association meetings and Board meetings.

All minutes of board or special meetings should be written or typed legibly for publication in the monthly newsletter or for reading at the following regular meeting of the Association.

D. Treasurer – The Treasurer is custodian of all funds of the Association, except as the Association directs otherwise. The Treasurer makes deposits in such bank or banks subject to withdrawal procedures prescribed by the Board. The Treasurer makes financial reports at each regular meeting and at such other times as the Commodore may direct.

E. Rear Commodore –The Rear Commodore provides continuity on the Board. It is expected that the Rear Commodore will serve in various capacities over a period of years to assure continuity of business operation.

Paragraph 3 – Standing Committees Include:

A.   C.B.Y.C.A. (Chesapeake Bay Yacht Clubs Association) – The committee is responsible for attending the meetings of the CBYCA, following through with any political activities on boating in Pennsylvania, and writing articles for the newsletter regarding CBYCA activities as well as the political actions pending in Pennsylvania and neighboring states.

B.   Chaplain – The committee/individual serves as outreach to members who are hospitalized or homebound, offering communication and emotional support from fellow members. The Chaplain offers the invocation at appropriate functions.

C.   Equipment – The committee is responsible for planning, purchase, maintenance, preparation, and storage of all club equipment. Includes race equipment, projectors, etc. Maintains records, logs, and status of equipment including warranties.

D.   Explorer Post – The Association serves as a sponsor for this co-ed youth group, which is organized through the Boy Scouts. The committee is responsible for working with the Post Advisor and Post Members to be sure that all activities are in line with the guidelines set by the Boy Scouts, and for writing articles for the newsletter regarding their activities.

E.   Fleet Captain – The committee is responsible for organizing all extended cruises.

F.   Historian – The committee/individual is responsible for obtaining photos and written material of Association activities and creating scrapbooks/albums and an historical library.

G.   House – The House committee is the liaison between the Association and the meeting place. The committee reports on any items regarding the meeting place that affect the Association.

H.   Library – The committee maintains a library of books and other reference material on all aspects of sailing for membership use.

I.    Membership – The committee shall keep an accurate role of memberships and is responsible for booster activities and application processing. Includes advertising, application mailing, application approval, references for applicants, membership acceptance, and letter of acceptance with membership packet of information about the Association (to include a copy of Constitution and By-Laws).

J.    Newsletter – The committee is responsible for publishing a monthly newsletter of submissions from members and other sources with the intent of keeping the Association informed of all its activities and items of pertinent interest. The newsletter is to be published in a timely manner so as to be an effective communication of upcoming events.

K.   Program – The committee is responsible for organization, planning, arrangements, format, and conduct of the regular meeting programs. Typically, this includes the solicitation of lecturers, films, discussion, slides, or any other program material to be used at the meetings and meeting room arrangements, refreshments, and equipment.

L.   Publicity – The committee is responsible for advertising and reporting all club activities to local news media, etc. Maintains contact with news media representatives and arranges activity coverage. Mails copy and pictures to media obtained from other committees or offices concerning club activities. Advertises booster programs and special events in conjunction with membership, program, and other committees.

M.  Racing – The committee is responsible for race series organization, planning, schedules, race rules, notification of activities, race course layout and approval, conduct of each race, timing, and handicaps, compilation of race results and mediation of protests. Members typically finalize rules, run skippers’ meetings before races, lay course buoys, start and time the race, and compile race results. A good experience for the serious racer and beginner.

N.   Safety – The committee is responsible for conveying safety procedures within the Association, the Army Corps of Engineers, the Pennsylvania Fish Commission, and the United States Coast Guard. Conveys ALL new and changed boating safety rules to members of the club through the monthly newsletter, meetings, posters, etc.

O.   Social – The committee is responsible for planning, arrangements, and execution of social activities, including place of activity, cost, tickets, sales, refreshments, etc. Activities have included parties, trips, covered dish dinners, family picnics, outings, and the Commodore’s Ball.

P.   Stores – The committee is responsible for the sale of and maintaining an inventory of items for sale to club members.  Items may include flags, pennants, shoulder patches, t-shirts, sweatshirts, books, lines, foul weather gear, etc. Maintains up-to-date catalogs of sailing gear for order and purchase by club members.

Q.   Training– The committee is responsible for planning and conducting sailing courses, basic and advanced, racing courses, etc. The group must arrange course content, teachers, books, class material, class room space, on-water demonstration or lessons.

R.   Vagabond – The committee is responsible for organizing weekend sails and day sails for trailerable boats and coordinating these events with other boating members or clubs as desired.

Special Note – The committees are responsible for making a monthly report at Board meetings.

Paragraph 4 – Allocation of Association Funds

A.   The Board of Directors will establish a budget for each fiscal year for the allocation of funds to conduct the business and activities of the Association.

B.   An allocation of funds should be made to each standing committee based on the needs of the committee to perform functions approved by the Board.

C.   The budget established for a fiscal year is a balanced budget.

D.   Special funds may be allocated by the Board for capital expenditures or special functions.

E.   A balance of $500 will be maintained in the Association treasury.

F.   Fees and assessments may be deposited in the treasury of the Association, but separate accounts will be maintained for these funds.

G.   Association funds will be deposited in savings or checking accounts as directed by the Board.

Paragraph 5 – Dues, Fees, Assessments

A.   Dues, fees, and assessments will be established by the Board and approved by Members. Dues are payable January 1 of each year. Fees and assessments are due the first day of the month, following their adoption or as otherwise established by the Board and approved by Members.

B.   No dues or assessments are charged Honorary Members.

C.   Members pay all fees and assessments except those fees for events or activities that the member does not attend or participate.

D.   Honorary Members may be charged a fee for the activity that they attend or participate, at the discretion of the Board.

Paragraph 6 – Release of Liability

A.   Each Member, Honorary Member and Affiliate Member, participating in Association-sponsored activities voluntarily assumes all risk incident to each activity.

Members, Honorary Members and Affiliate Members agree for themselves, their executors and administrators to release from all liability, for any unintentional action, its officers, members, employees, partnership, corporation or other organization or association who or which permits the use of their or its real or personal property for Association activities.

Activities of the Association are for Members of the Association along with members of other CBYCA Member Clubs. If any Member brings a non-member to an Association activity, the Member assumes responsibility for the non-member and releases the Association from any and all liability to or for the non-member.

B.   Members, Honorary Members, and Affiliate Members sign a statement attesting to their understanding and agreement of the Release of Liability statement.

Paragraph 7 – Meetings

A.   The Association has regular monthly meetings as approved by membership and as published in the newsletter.

B.   The Board meets monthly as approved by the Board and as published in the newsletter.

C.   Association meetings are open to the general public.

D.   Board meetings are open to Members, Honorary Members, and Affiliate Members. Other individuals attend by invitation.

E.   The Board may meet in executive (private) session at the request of any officer, to discuss specific topics.

By-Laws Current December 2003

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