BY- LAWS

of

COOPER RIVER YACHT CLUB  

January 1, 2000

ARTICLE 1

ORGANIZATION AND PURPOSE

Section 1.1 Organization

The name of this organization shall be the Cooper River Yacht Club, herein referred to as "the Club."

The Club will be a corporation, organized pursuant to Chapter 31, Title 33, Code of Laws of South Carolina, as amended, and within the meaning of the Internal Revenue Code, as amended.

The Club, to be incorporated, shall indemnify and hold harmless any person who is a party or who 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/she is or was an officer, employee, member or agent of the club, to the extent permitted by law.

The burgee of the Club shall be determined

Section 1.2 Purpose

The Club was organized for the following purposes:

To encourage and promote recreational boating throughout the Charleston, SC area.

To promote safe seamanship, piloting, navigation, and to encourage good fellowship among yachtsman, afloat and ashore.

To organize opportunities and events for members to take part in all forms of yachting and to furnish members with advice, information and provide all levels of training based on the desires expressed by the membership.

To assist yacht-owner members to obtain competent and congenial crews and to assist it's non-yacht owning members to obtain desirable berths.

To encourage and promote liaison between members of this Club and local yacht clubs and sailing associations and to this end shall maintain membership in the South Atlantic Yacht Racing Association and the United States Sailing Association.

To encourage reciprocity of other boating clubs. To organize and or sanction boating events at suitable locations and to encourage and assist in the promotion of safe boating and sailing.

To engage in any other activities consistent with the purposes set forth here-in-above and/or have the consent of the membership.

No person shall be denied the right to participate in any event within the jurisdiction of the Club or to manage or otherwise be involved in the participation of such event, or having participated shall suffer any penalty for having participated, on the grounds of race, color, religion, handicap, age, sex or national origin provided this section shall not prevent the conduct of separate events for males and females and separate events for juniors.

ARTICLE II

MEMBERSHIP

Section 2.1 Senior Members

Senior Members limited to persons of 21 years of age or over. The term Senior Member, as used herein, is defined as an individual person (applicant) or Family Unit (applicant and spouse, legally married). In a Family Unit both applicant and spouse are members jointly and together are responsible for and entitled to ONE SET of SENIOR MEMBERS RESPONSIBILITIES and PRIVILEGES

The following privileges shall apply to Senior Membership:

May attend and vote at all duly constituted meetings of the Club, in person or by proxy, and participate in all events and activities sponsored by the Club.

Shall be eligible to hold office and serve on committees.

May fly the Club burgee as appropriate.

Will receive the regular mailing of such material as may be published by the Club.

Will receive an official Cooper River Sailing Club membership card certifying Regular Membership.

May wear such insignia as the Club may adopt as appropriate.

Each candidate for senior membership must apply in writing giving such information, as the application form provided shall require. The appropriate membership dues must also accompany the application.

Section 2.2 Junior Members

Junior Members, limited to persons whose age is at least 14 but less than 21. Junior Members shall have full privileges, to the extent permitted by law, including a voice at meetings, except that they shall have no vote and shall not hold office.

Each candidate for junior membership must apply in writing giving such information, as the application form provided shall require. The appropriate membership dues must also accompany the application.

Section 2.3 Honorary Members

Honorary Members, consisting of any person invited to such membership by the Executive Committee and admitted by majority vote of the senior members in good standing at any regular meeting. Honorary Members will share in all privileges of Senior Members or as amended by the Executive Committee, but shall not be eligible to vote of hold office in the Club.

Section 2.4 Membership Dues

Administrative expenses of the Club will be met by payment of annual dues by senior members and junior members. The Board of Directors shall establish a schedule and amount of annual dues to be paid by members of the Club.

The membership of any member may be declared forfeited by the Board for nonpayment of dues.

Annual dues shall be due and payable on 1 January of each calendar year. Any member in arrears on 31 March shall be deleted from the Club membership roster.

It shall be the sole responsibility of a member to know when their dues and other financial obligations are payable and although notices may be given, none are required.

When any member ceases to be a member, whether by death, resignation, expulsion or for whatever reason, all rights, title and interest in and to and in connection with, the Club assets and property shall cease except that any indebtedness owing to such member by the Club shall be paid in accordance with its terms.

Section 2.5 Termination of Membership

Any member may resign upon payment of all amounts then owed the Club. A written resignation shall be tendered to the Secretary, who shall report the resignation to the board.

ARTICLE III

MEETINGS

Section 3.1 Annual Meeting

The Annual Meeting of the Club shall be held in December at such time and place the Board of Directors may determine and as directed by the Commodore. The Nominating Committee will organize, publicize, procure awards and gifts, and oversee the Annual Meeting and as to the proper installation of the succeeding Elected Officers.

The Annual Meeting will include the annual awards presentation by the out going commodore. The Nominating Committee will submit its nominations for the recipients of the Annual Awards to the Commodore. The Annual Meeting will conclude with the installation of the newly elected officers. The newly elected Commodore will close the meeting and assume command of the Club from that point on.

Notice of nominations shall be conveyed to all members 30 days prior to such meetings.

Section 3.2 Regular Meetings

The regular meetings of the Club shall be held quarterly on the first Saturday of March, June, September and the Annual in December. Notice shall be conveyed to all members prior to any change of time or place of such meetings.

Section 3.3 Other Meetings

Special meetings of the Club may be called by the Commodore when he deems it to be in the best interest of the Club or upon the request of ten percent (10%) or more Senior members. Notice of such meetings shall be mailed or otherwise conveyed to all members at least ten days before the date set for such meeting. A notice for a special meeting shall state the reason for calling such meeting and the business to be transacted at such a meeting. No business other than that specified in the notice of a special meeting may be dealt with at such meeting without the unanimous consent of those attending the meeting.

The Commodore may call board meetings when deemed in the best interest of the Club. The Board and any interested member may attend. Only the Board members may vote at such meetings.

"Rendezvous" or other gatherings, both planned and otherwise shall be encouraged as they provide the means to fulfill the objectives of the Club as stated in Article II, but are not considered "duly constituted meetings."

Section 3.4 Definition of Duly Constituted Meetings

Annual, Regular, and Special meetings are considered duly constituted meetings when a majority of the Board plus twenty percent (20%) of the regular members are present. This shall constitute a quorum and is necessary to conduct the business of the Club.

Board of Directors meetings requires the presence of the majority of the Board to constitute a quorum to conduct business of the club.

Section 3.5 Order of Business

The Club will regulate its affairs and rectify any inconsistencies in policy with adherence to the following order of precedence: Public Law, the Club's by-laws and the rulings of the Board of Directors. The rules contained in the current edition of "Roberts Rules of Order" shall govern the meetings of this Club if not contrary to these By-Laws.

ARTICLE IV

OFFICERS

Section 4.1 Elected Officers

The Elected Officers of this Club shall consist of a Commodore, Vice Commodore, Rear Commodore for Training, Rear Commodore for Cruising, Rear Commodore for Special Events, Rear Commodore for Racing (inactive), Secretary, and Treasurer.

The election of the Elected Officers will be held prior to the Annual meeting in a manner set forth by and under the direct auspices of the Nominating Committee.

Any senior member in good standing may hold an elected office.

The term of office for Elected Officers will be from their installation at the Annual meeting to the adjournment of the next Annual meeting. If any Elected Officer becomes unable, for whatever reason, to complete his/her term, the resulting vacancy will be filled for the remainder of the term by the majority vote of the Board of Directors.

Section 4.2 Duties of Elected Officers

Commodore. It shall be the duty of the Commodore to preside at all meetings of the Club, to serve as chairman of the Board of Directors, to be Ex-Officio member of all other committees, to make appointments to committees, to designate award recipients, to enforce laws and regulations of the Club and to promote the general welfare of the Club.

Vice Commodore. It shall be the duty of the Vice Commodore to assist the Commodore in the performance of his duties and in the absence of the Commodore shall preside.

Rear Commodores. It shall be the duty of the Rear Commodores for Training, Racing, and Cruising to assist the Commodore in the performance of his duties.

Treasurer - It shall be the duty of the Treasurer to collect dues, keep account of all receipts and expenditures, make authorized disbursements and make full report thereon at meetings of the Club.

Secretary - It shall be the duty of the Secretary, to maintain custody of the permanent records of the Club, to make available current rules, by-laws, etc., of the Club, to send out notices of the Annual Meeting and any special meetings, keep the minutes of the meetings, record those attending, and maintain a membership roster.

Section 4.3 Appointed Officers

The Commodore may appoint additional officers as may be required by the Club. The powers and duties of these Appointed Officers shall be as set forth in the by-laws and/or as authorized by the Board.

ARTICLE V

COMMITTEES

Section 5.1 In General

The Club shall have such committees as are necessary for the fulfillment of its purposes. The membership of the committee shall be so constituted as to provide adequate continuity. Committee chairpersons shall have the authority over and be responsible for their committee's development, procedures, daily operations, records maintenance, and publication of same where appropriate, and assure that all committee actions are consistent with the objectives set forth herein and in the by-laws of the Club and/or as directed by the Board of Directors.

The committees specified in this Article V shall constitute the minimum required and necessary standing committees of the Club.

The Commodore may designate other committees as they deem appropriate and will appoint the Chairpersons of all committees.

Section 5.2 Board of Directors

The membership of the Board shall consist of the Commodore, the Vice Commodore, Rear Commodores, Treasurer, Secretary, and the immediate past Commodore, Dock Representatives and Directors in charge of standing committees. Directors will be appointed for a two-year term.

The management of the Club shall be vested in the Board of Directors. The Board may meet as often as required and directed by the Commodore. At such meetings a majority of the Board shall constitute a quorum for the transaction of business and a simple majority of those present at meetings of the Board or duly constituted meetings of the Club may authorize actions of the Board.

The Board of Directors shall make all appropriations, authorize all expenditures, recommend time and place for meetings, consider and act on applications for membership, approve annual dues, sanction regattas, perform all routine duties as directed by the Constitution, by-laws, and such other acts as are usually required of a managing body.

Section 5.3 Nominating Committee

The membership of this committee shall be appointed prior to the forth quarter of the year by the Commodore, who shall ex-officio be a member. The Nominating Committee shall organize, manage and oversee the election and installation of the elected officers and be responsible for the annual meeting and the annual awards presentation.

The nominating committee will present a slate consisting of nominees for Commodore, Vice Commodore, Rear Commodore for Racing, Training, and Cruising, Secretary, and Treasurer to the membership at least 30 days prior to the Annual Meeting. They will publicize, hold, and sanction the general election of the Elected Officers at the Annual Meeting; oversee the installation of the new officers and submit the list of new officers to the Club membership.

Section 5.4 Training Committee

The membership of this committee shall be appointed by the Rear Commodore Training, who shall be its chairperson. The Training Committee Chairperson will develop policy guidance, plans, standards and purpose objections for the Club's training program.

Section 5.5 Cruising Committee

The membership of this committee shall be appointed by the Rear Commodore Cruising, who shall be its chairperson. The Cruising Committee Chairperson will develop policy guidance, plans, standards and purpose objectives for the Club's cruising schedule.

Section 5.6 Racing Committee

The membership of this committee shall be appointed by the Rear Commodore Racing, who shall be its chairperson. The Racing Committee Chairperson will develop policy guidance, plans, standards and purpose objectives for the Club's racing program. The chairperson will maintain liaison with the local racing clubs and the national offices of the US Sailing, the South Atlantic Yacht Racing Association, the United States Sailing Association, carry on such other duties as directed by the Commodore.

Section 5.7 Standing Committees

Standing committees, each with its own director, will be Social, Newsletter and Membership. The chairman of these committees shall serve as Directors.

Section 5.8 Other Committees

The members of these committees shall be appointed by the Commodore, who shall ex-officio be a member. The objectives of the Club's other committees will be set forth in the by-laws of the Club and/or as directed by the Board of Directors.

ARTICLE VI

RESTRICTIONS

Section 6.1 Non-Charitable Activities

No part of the net earnings of the Club shall inure to the benefit of, or be distributed to, its members, officers, or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I above and Section 6.2 of the Article.

No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Not withstanding, any other provision of these by-laws, the Club shall not carry on any activities not permitted by an organization that is covered under the Internal Revenue Code of 1954, as amended, or in violation of any other corresponding provisions of any subsequent Federal or state tax laws.

The Board of Directors may accept only on behalf of the Club, gifts, contributions, bequests and devices for the general purpose or any specific purpose of the Club.

Section 6.2 Dissolution

Upon the dissolution of the Club, the Board of Directors, after paying or making provision for the payment of all liabilities of the Club, shall dispose of all remaining assets of the Club by a contribution to an appropriate boating organization.

ARTICLE VII

AMENDMENTS

Section 8.1 Currency

The Executive Committee shall periodically review and recommend amendments to the By-Laws of the Club. Adoption by the membership as required.

Section 8.2 Amending the By - Laws

The By-Laws of the Club represents the legal charter of the organization.  In Addition, it is the reference document of our papers of Incorporation. Any amendments or changes to these By-Laws may effect the legal standing of the aforementioned actions.

The By-Laws of the Club may be amended at any duly constituted meeting of the Club by two-thirds vote of the membership. Those present plus those members represented by written proxy provided. The purposed amendment must be presented to the membership in writing no less than fifteen (15) days prior to being voted upon.

In the absence of such notice, changes may be similarly voted and shall be effective unless written objection is filed with the Executive Committee within sixty days after notice by one-fourth or more of the voting members.