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By-Laws of the Shinnecock Yacht Club

ARTICLE I

Name

This corporation shall be known as the Shinnecock Yacht Club.

ARTICLE II

Purpose

The purpose of the Club is to encourage its members in the personal control and handling of their yachts in a safe and responsible manner, and to encourage sailing as a sport among the children of Quogue and the surrounding environs.

ARTICLE III

Members

  1. A person may be elected a member on being proposed for membership by a member and seconded by another member by written application with three supporting letters to the chairman of the Membership Committee and upon payment of the initiation fee and the dues of the current year.
  2. Members shall be divided into two classes. Regular members and Honorary members. Honorary members may be designated by the Board of Trustees.
  3. Membership by an individual shall entitle his or her spouse and children or grandchildren under the age of 30 years to the privileges of membership. Children or grandchildren, upon attaining the age of 30 years, may become members upon payment of the dues of the current year.
  4. The Board of Trustees may suspend or expel any member or member of his or her family who is entitled to the privileges of membership at any meeting of the Board by the affirmative vote of at least two-thirds of the Board for violation of any of these By-Laws or those rules and regulations as may be established from time to time by the Executive Committee or for such other conductas shall in the opinion of the Board be improper or prejudicial to the interests of the Club. Before the Board of Trustees may suspend or expel any person, notice in writing shall be mailed to the member at his or her last known address that such action will be considered by the Board at a time and place, not less than ten days after mailing of such notice. The notice shall contain a specification of the charge or charges and a statement that the member may appear if he or she wishes to he heard.

ARTICLE IV

Dues

  1. Initiation fees, annual dues and other charges shall be established by the Executive Committee.
  2. Notwithstanding the provisions of paragraph 4 of Article III, members who do not pay dues or other charges within 30 days of billing shall be suspended from Club privileges until said indebtedness has been paid.

ARTICLE V

Officers and Trustees

  1. The Officers of the Club shall consist of a Commodore, Vice Commodore, Rear Commodore, Secretary and Treasurer. The elected Officers, together with six members elected by the membership at the Annual Meeting shall consist of a Board of Trustees.
  2. Each Officer shall be elected at the Annual Meeting for a term of one year. Commodores shall not succeed themselves more than once. The six Trustees shall be elected for staggered terms of three years, the terms of two to expire each year, and shall not serve more than two terms successively. The Trustees shall fill vacancies pending the next Annual Meeting.
  3. The Commodore shall appoint a Nominating Committee of three members, none of whom shall be Officers or Trustees, at least one month before the Annual Meeting. This Committee shall post its nominations on the Club bulletin board at least one week before the Annual Meeting. Other nominations, with prior consent of the nominee, may be made from the floor.
  4. It shall be the duty of the Commodore to preside at meetings, to take command of the fleet, and to enforce the rules and regulations of the Club. He shall appoint a Membership Committee chair, a Race Committee chair and heads of such other committees as shall be necessary. The Commodore shall be ex-officio a member of all committees except the Nominating Committee.
  5. The Membership Committee shall determine the qualifications and fitness of all persons proposed for membership and report upon the same to the Executive Committee.
  6. The Race Committee shall take charge of and act as judges of all races held under the auspices of the Club; shall decide, in conformity with the racing rules, all questions that arise respecting such races; and, in its discretion, shall postpone or cancel any race or order any race to be re-contested.
  7. It shall be the duty of the Vice Commodore to assist the Commodore and preside in his or her absence.
  8. It shall be the duty of the Rear Commodore to assist the Commodore and in the absence of the Commodore and Vice Commodore to act as Commodore.
  9. It shall be the duty of the Secretary to keep minutes of meetings and to have custody of all reports and documents; to have custody of the Club Seal; and to keep a correct roll of the members with the dates of their election; to notify each new member of his or her election; to keep a list of all yachts in the Club; to make known the Club rules and regulations; and to issue notices of meeting and to present a report at the Annual Meeting.
  10. It shall be the duty of the Treasurer to have charge of the funds of the Club and of the collection and disbursement of all money, subject to the approval of the Executive Committee. The Treasurer shall keep full and accurate accounts and shall present a detailed report at the Annual Meeting.
  11. The Officers shall constitute an Executive Committee which shall have the general management of the Club. The agreement of all Officers shall be needed for substantive action. Any matter on which the Executive Committee cannot agree shall be referred to the Board of Trustees which shall be the Club’s final authority.

ARTICLE VI

Meetings

  1. The Annual Meeting shall be held in late summer on at least ten days’ notice in writing to members. There shall also be a Spring Meeting on similar notice.
  2. The Commodore shall call Special Meetings on the request of five members, or the Commodore may do so at his or her discretion. At least five days’ notice in writing of Special Meetings shall be given to the members.
  3. The order of business at the Annual Meeting shall be: (a) reading of minutes of the previous meeting; (b) reports of Officers; (c) reports of committees; (d) election of Officers and Trustees; and (e) any further business.
  4. Ten or more members shall constitute a quorum at any meeting of the members. Each member present shall have one vote. Where more than one member of a family is present, the family shall have one vote.
  5. The Board of Trustees shall meet at least once each summer to review a report of the Executive Committee and to approve or disapprove of its actions. It shall meet otherwise at the call of the Commodore.
  6. Six members of the Board of Trustees shall constitute a quorum. Except where otherwise provided by law or by the terms of these By-Laws, at any meeting of the Board of Trustees at which a quorum is present, the act of a majority of the Trustees present shall be the act of the Board.

ARTICLE VII

Insignia

  1. The Club Burgee shall be a pointed flag, hoist two-thirds of its length, lower half by a line parallel to the base to be red, the remainder white with a blue star. All yachts enrolled in the Club shall have the right to display the Club Burgee.
  2. The Club Seal shall be a double circle with the words “Shinnecock Yacht Club” and the date 1887 between the circles. 

ARTICLE VIII

Indemnification of Officer or Trustee

If an Officer or Trustee of the corporation is made a party to any civil or criminal action or proceeding in any matter arising from the performance by such Officer or Trustee of his or her duties for or on behalf of the corporation then, to the fullest extent permitted by law, the corporation, upon affirmative vote of the Board of Trustees, a quorum of Trustees being present at the time of the vote who are not parties to the action or proceeding, shall:

  1. Advance to such Officer or Trustee all sums found by the Board, so voting, to be necessary and appropriate to enable the Officer or Trustee to conduct his or her defense or appeal in the action or proceeding, and
  2. Indemnify such Officer or Trustee for all sums paid him or her in the way of judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney’s fees actually and necessarily incurred, in connection with the action or proceeding, or appeal therein, subject to the proper application or credit for any sums advanced to the Officer or Trustee pursuant to clause (1) of this article.

ARTICLE IX

Dissolution

In the event of liquidation or dissolution of the Club, each member shall be entitled to receive a pro rata share of assets of the Club, if any, remaining after the payment of all Club debts and expenses, less any indebtedness of the member to the Club. The spouse and children or grandchildren under the age of 30 years of a member shall not be considered in the application of this Article.

ARTICLE X

Amendments

These By-Laws may be amended at any Regular or Special meeting of the members by a two-thirds vote of those present, notice in writing of the proposed changes having been given to the membership at least ten days before the meeting.