By-Laws
ARTICLE I: NAME
This corporation shall be known as the Half Moon Bay Yacht
Club.
ARTICLE II: PURPOSE
The purposes and objectives for which this corporation is
organized and operated are to encourage yachting and the science
and art of designing, building, navigating, and handling small
boats, and to assist the members of the Club in becoming proficient
in such pursuits; to provide a meeting place for the members;
to foster the mutual exchange of ideas and the development of
common interests with respect to yachts and yachting; and for
the promotion of social activities among the Club members; to
gather and disseminate such information as the members may desire;
to aid them in the conduct of their yachting activities; to encourage
an intellectual contact among the members of this corporation
and the members of other associations devoted to similar pursuits;
to qualify the members, participation in various yachting association
activities, achieved by Club membership in those associations
and to promote boat safety.
ARTICLE III: CLUB BURGEE
The Club burgee shall be triangular, the width at the hoist
being two-thirds the length. The device shall consist of a blue
triangle with an orange crescent moon and white gull upon the
burgee. All yachts owned or exclusively controlled by Club members
may fly the Club burgee. Other yachts or classes of yachts may
fly the Club burgee if so authorized by the Board of Directors.
The Club burgee shall be displayed at the Clubhouse and the Board
of Directors may direct all other places as may be appropriate.
ARTICLE IV: MEMBERSHIP
There shall be no requirements for membership in the Club,
either formal or informal, that shall serve to restrict from membership
any qualified applicant because of the applicant’s race,
religion, sex, or national origin.
The Board of Directors may at any time limit the number
of members or classes of membership the Club shall have.
There shall be the following classes of membership:
- REGULAR: Regular Members shall be 18 years of age or more
who have paid full initiation fees and dues. Member, mate and
minor children shall constitute a single membership. A Regular
Member may pay Associate member dues while cruising 500 or more
miles from the Club.
- GUEST: At any regular meeting of the Board of Directors,
the Board of Directors may elect, by a majority vote of those
present and voting, people of distinction to GUEST membership
in the Club. Such members shall be entitled to all the rights
and privileges of Regular Members, except the right of voting
and of holding office and they shall be exempt from the payment
of any entrance fee or monthly dues or assessments whatsoever.
Guest memberships automatically expire at the end of the calendar
year in which given.
- ASSOCIATE: Associate Members shall be members who live
and berth their boat beyond a radius of 50 miles from Half Moon
Bay. He/she shall be entitled to all rights and privileges of
Regular Members except the rights of voting and of holding office
and shall be required to pay initiation fees and dues.
- LIFE: In order to recognize Regular Members of the Club
for long or extraordinary service to yachting and the Club, the
Board of Directors may recommend to the Club that an individual
be granted Life Membership. The Regular Members may then approve
the appointment by a majority vote of the membership present
at a regular or special meeting. Life Members enjoy all the privileges
of a Regular Member but pay no dues or assessments. - JUNIOR: Junior Members shall be those persons elected
to membership who are less than eighteen years of age and over
twelve years of age. A Junior Member may advance to Regular Member
status an his or her 18th birthday and must advance at year end
the same year as his or her 18th birthday, if not a full time
student. The initiation fee, dues and privileges shall be established
by the Board of Directors and published in the House Rules. All
Junior Memberships shall expire at the end of each year but an
individual may be re-elected as a Junior Member on a year-to-year
basis.
Each new membership application shall be given immediately
to the Membership Director and Treasurer who shall upon approval
of the Board of Directors, update the Club membership rolls
to include the new members name, address, etc. Each membership
shall be considered a family membership and has one vote. If the
family membership cannot decide on a vote, that vote is null and
void. More than one family member may join the Club as a Regular
Member thus making each eligible to vote.
ARTICLE V: INITIATION FEES, DUES AND ASSESSMENTS
Initiation fees, dues, and payment schedules for all classes
of members shall be established by an approval of two-thirds of
the Board of Directors and may be changed by them from time to
time as the needs and the best interests of the Club shall require;
provided, however, that the membership be notified in writing
of any increase in dues no less than three months in advance of
any such increase. The assessment of extra fees and dues, upon
recommendation of the Board of Directors, may be made only by
a majority vote of the members of the Club present and entitled
to vote at a duly called regular or special meeting.
ARTICLE VI: RIGHTS AND PRIVILEGES OF MEMBERS
Only Regular Members shall have voting rights and the privilege
of holding elective office.
The terms and conditions applicable to all classes of membership
shall be fixed from time to time by the Board of Directors, except
as otherwise specifically provided in these By- Laws.
Membership in the Club shall commence upon election by the
Board of Directors and shall terminate, except as otherwise specifically
provided herein, upon acceptance by the Board of Directors of
any written notice of resignation.
ARTICLE VII: SUSPENSION AND REINSTATEMENT OF MEMBERSHIP
A member whose dues or assessments are unpaid two (2) months
after the period for which they are due (annual or quarterly)
shall not be considered in good standing and shall have no vote
in the meetings of the Club. He/she shall be notified of delinquency.
If dues remain unpaid an additional thirty (30) days his/her name
shall be dropped from the membership roll.
A member that is terminated for non-payment of dues may
be. reinstated to good standing upon application to the Board
of Directors. The application must be accompanied by payment of
delinquent dues plus the initiation fee.
Any member who has membership as part of a family membership
may join at any time on his/her own behalf without the assessment
of initiation fees, provided that person meets all criteria specified
in these By-Laws.
The Board of Directors may grant a leave of absence to any
member with good cause. During the granted time period the member
will be relieved of membership dues or assessment requirements.
Members in Leave-Of-Absence status shall have no vote in the meetings
of the club and are not eligible to hold elective office in the
club.
ARTICLE VIII: DISCIPLINE
For violation of Club By-Laws, rules or for unbecoming conduct
any member may be suspended from the privileges of the Club by
the Board of Directors unanimous decision on recommendation by
any member for such period not to exceed sixty (60) days or as
The Board of Directors may choose.
A member may be expelled from the Club for the violation
of Club By-Laws, rules or conduct detrimental to the good of the
Club. Upon written request from any member, or acting on its own
discretion, the Board of Directors shall conduct an investigation
to gather information pertaining to charges warranting expulsion
made against a Club member. The Board of Directors shall send
a copy of the charges made to the concerned member not less than
ten (10) days before its meeting on the charges and said member
may present his/her defense at the time. If the Board of Directors
finds probable ground for expulsion, the Board shall submit a
full report of charges made, results of the investigation and
the Board’s recommendation to the membership at the first general
meeting after which this information is compiled.
An affirmative vote of two-thirds (2/3) of a quorum present
at any general meeting of the Club shall be required to expel
a member from the Club.
A member of the Club having been expelled or dropped from
the roll for any cause shall at once be notified by the Secretary
of that fact together with a statement of the reasons therefore
and he/she shall thereupon forfeit all rights and priveleges of
membership.
ARTICLE IX: MEETINGS
The monthly meeting of the members shall be held on the
third Thursday of each month or as otherwise set by the Board
of Directors with at least seven (7) days written notice.
The Board of Directors shall submit at the general meeting
of the members a report upon the affairs of the Club with such
recommendations as the Board deems necessary.
There may be special meetings of the members called by the
Board of Directors held not less than seven (7) days and not more
than ten (10) days after notice thereof to all voting members.
At the request of five or more voting members the Board of Directors
shall call a special meeting of the members to be held at such
time and place as shall be designated by the Chair of the Board,
upon not less than seven (7) or more than ten (10) days notice
thereof to all voting members. During a special meeting, only
the items on the announced agenda shall be discussed.
At any meeting of the members, a quorum shall consist of
twenty-five percent (25%) of the voting membership. Unless otherwise
provided therein, any matter may be passed upon by the members
at a duly called meeting by a vote of the majority of the members-in-good-standing
present and entitled to vote, provided a quorum is present. There
shall be no voting by proxy.
At any meeting of the membership, if a quorum is not established,
the meeting may be postponed until a later date. Upon proper notification,
the second meeting can be held not less than fourteen (14) days
later than the first meeting. The members-in-good-standing present
at the second meeting shall constitute a quorum.
Unless otherwise prescribed by the Chair, the order of the
meeting shall be as follows:
- Roll call and introduction of guests
- Reading of previous minutes;
- Report of officers;
- Report of committees;
- unfinished business;
- New business;
- Miscellaneous;
- Adjournment.
Except where inconsistent with these By-Laws, Roberts Rules
of Order shall govern the conduct of all Club meetings.
ARTICLE X: OFFICERS AND DIRECTORS OF THE CLUB
The Officers and Directors of the Club shall be such as
are elected by the members or appointed by the Commodore.
The elective Officers of the Club shall be:
The Directors shall be the Membership Director, the Facilities
Manager and a Director-at-Large. The Commodore, with the approval
of the Board of Directors, may appoint such standing committees
with such titles and duties as the Board of Directors shall determine.
The elective Officers and Directors of the Club shall hold
office for one year, commencing December 1st.
The appointive Officers and Directors of the Club shall
hold office from December 1st through November 30th,
or from the date of appointment (if after December 1st)
through November 30th of the following year.
ARTICLE XI: BOARD OF DIRECTORS
The government of the Club shall be vested in a Board of
Directors consisting of the elected Officers and Directors of
the Club.
The Board of Directors shall manage the affairs of the Club,
control its property, and enforce the preservation of order and
obedience to its By-Laws, rules and regulations. It shall have
power to appoint and remove all employees of the Club and to fix,
reduce or increase their compensation. All appropriations of the
funds of the Club shall be made by or under the direction of the
Board of Directors and all disbursements of Club funds shall be
made in accordance with directions prescribed by the Board of
Directors. In general, the Board of Directors shall be responsible
for the conduct of all affairs normally conducted by the directors
of a California corporation.
The term of office for members of the Board of Directors
shall be one year beginning December 1st and terminating
November 30th of the following year.
The Board of Directors shall meet at least once a month
for the transaction of business. The full Board now comprises
nine (9) members and a quorum of the Board shall consist of five
(5) members. At any duly called meeting of the Board, matters
requiring Board attention may be passed by majority vote of Directors
present.
Any member of the Board of Directors who shall absent himself/herself
from three (3) consecutive meetings of the Board without rendering
a sufficient reason for such action shall forfeit his/her office.
It shall be the duty of the Secretary to report to the Chair upon
the absence of any Director from three (3) consecutive meetings.
In the event of the resignation or removal of a Director,
the Commodore may, at his/her discretion, call a special meeting,
or open the next general meeting for election of a new Board member
to fill the vacancy for the unexpired term.
ARTICLE XII: DUTIES OF THE OFFICERS AND DIRECTORS
The Commodore shall act as Chair of the Board of Directors
unless the Board shall otherwise determine. It shall be the duty
of the Chair of the Board to act as Chief Executive of the Club.
He/she shall, when present, preside at all meetings of the Board
of Directors. He/she shall have the power to call special meetings
of the Board of Directors for any purpose or purposes, to make
and sign contracts and agreements in the name and on the behalf
of the Club with the approval of the Board of Directors, and while
the Directors are not in session, he/she shall have general management
and control of the business affairs of the Club. He/she shall
also see that the tax reports, statements and certificates required
by the laws under which this Club is organized or any other laws
applicable thereto, are properly kept, made and filed according
to law and shall generally do and perform all acts incident to
the office of President of a California corporation and which
are authorized or required by law. In addition, the Commodore
shall:
- Command the Club fleet
- When present, preside at all meetings of the members.
It shall be the duty of the Vice Commodore to assist the
Commodore in the discharge of his/her duties and in his/her absence
or in case of vacancy of the office of Commodore, to act as Commodore.
The Vice Commodore may oversee the following which may be designated
as committee activities:
- Programs at monthly meetings.
- Cruising
- Master Calendar of Events.
It shall be the duty of the Rear Commodore to assist the
Commodore and Vice Commodore in the discharge of their duties,
and in their absence or in case of vacancy of these offices, to
act as Vice Commodore or Commodore. In addition, the Rear Commodore
may oversee the following which may be designated as committee
activities:
- Race Management.
- Youth Sailing.
- Education.
- Safety Activities.
It shall be the duty of the Secretary to:
- Have custody of the Club’s seal.
- Keep a minute record of the proceedings of the Club.
- Keep a list of yachts owned by members of the Club with
a copy thereof posted on the bulletin board of the Club.
- File all documents, records, reports, and communications
connected with the business of the Club.
- Oversee the periodic publishing of the Club’s newsletter.
It shall be the duty of the Treasurer to:
- Receive all monies belonging to the Club and disburse
the same under the direction of the Board of Directors.
- Make a report at each monthly meeting of the Board of
Directors, or whenever called upon by the Board, of receipts
and disbursements with a statement of the amount of money then
in his or her custody, with proper vouchers.
- Have custody of all funds of the Club, which he or she
shall deposit and keep to the credit of the Club with a bank
or banks designated by the Board of Directors, and in such separate
accounts as they may from time to time prescribe. - Make such investment of the Club’s funds, and effect the
sale, transfer, or exchange of such securities owned by the Club,
as may from time to time be authorized by the Board.
- Prepare annually and submit to the Board of Directors
a tentative budget for the ensuing fiscal year.
- Prepare and submit to the members at the annual meeting
a report on the financial condition of the Club.
- Perform such other duties as may from time to time be
assigned to him/her by the Board of Directors.
It shall be the duty of the Port Captain to:
- Act as the official representative of the Club to all
visiting Clubs and persons Vice Commodore wishing to make use
of the Club facilities.
- Act as the official Club representative to the San Mateo
County Harbor District and other government and regulatory agencies
as necessary.
- Prepare annually and submit to the Treasurer a tentative
budget for ensuing fiscal year including forecasted income and
expenses.
- Oversee the following which may be designated as committee
activities:
- Hospitality and Food Service;
- Bar and Beverage Management;
- Ships Stores (retail sales).
- Hospitality and Food Service;
It shall be the duty of the Membership Director to:
- Keep an up-to-date roll of all members of the Club;
- Process membership applications in accordance with the
By-Laws;
- Notify new members of their election to membership by
the Board of Directors.
In addition, the Membership Director may oversee the following
which may be designated as committee activities:
- Membership;
- Publicity;
- Public Relations.
- Membership;
It shall be the duty of the Facilities Manager to administer
and advise the Board of Directors on all matters pertaining to
the Clubhouse and grounds.
In addition, the Facilities Manager may:
- Supervise the purchase of all supplies for the Club except
those under the direction of the Port Captain; - Supervise all employees other than those under the direction
of the Port Captain;
- Prepare annually and submit to the Treasurer, a tentative
budget for the ensuing fiscal year including forecasted income
and expenses.
The Facilities Manager may also oversee the following which
may be designated as committee activities:
- Building Maintenance and improvement;
- Leasing activities;
- Housekeeping;
- Grounds Keeping.
- Building Maintenance and improvement;
The Director-at -Large represents the interests of the general
membership of the Club and may be designated PICYA Delegate.
ARTICLE XIII: ACCOUNTS AND FUNDS
The Board of Directors as a whole shall constitute the Finance
Committee of the Club. They shall designate the bank or banks
wherein its funds shall be deposited and shall be responsible
for the Club’s funds and financial affairs.
The Board of Directors shall appoint an accountant to audit
the books and accounts of the Club at the end of each fiscal year
(December31st) or at the end of the Treasurer’s term
of office if he/she does not complete a full term of office. Said
audit shall be completed and reported to the Board not later than
sixty (60) days after the close of the fiscal year. If the Treasurer
does not complete a full term of office, said audit shall be completed
and reported to the Board not later than sixty (60) days from
the date the auditor is appointed by the Board of Directors.
All checks drawn on the treasury of this Club for more than
$1,000.00 or such limit as determined by the Board of Directors
shall be signed by any two of the following:
- The Commodore;
- The Vice Commodore;
- The Rear -Commodore;
- The Treasurer.
The Club’s fiscal year shall begin on January 1st
of each year.
ARTICLE XIV: ELECTION OF OFFICERS AND DIRECTORS
At the September Board of Directors meeting the Board shall
appoint a Nominating Committee (two incumbent Board members and
three members at large) consisting of a Chair and four (4) members.
The board shall appoint alternate members of the Committee who
will serve in the event that any other member is unable to serve.
The Nominating Committee shall nominate, at least, one regular
member for each Board position. It shall require a majority vote
of the Committee to nominate and their report shall be signed
by the Committee members who concur therein.
The Nominating Committee shall present its report at a duly
called meeting of the general membership in October. Additional
nominations may be made from the floor providing the nomination
has at least seven (7) seconds by regular members. The seconds
may be in the form of a written petition or be made from the floor.
If after the Nominating Committee has presented its nominations
to the general membership and no nominations from the floor are
received so that any or all Board nominations are uncontested,
then a formal ballot mailing for any or all uncontested seats
may be deemed unnecessary by a vote of the voting membership present
and entitled to vote.
If a formal ballot mailing is deemed unnecessary then the
nominees may be elected by a vote of the voting membership present
and entitled to vote.
If formal ballot mailing is deemed necessary then upon the close
of nominations, the list of nominees shall be posted on the Clubhouse
bulletin board.
In the event of a ballot mailing being required, at the October
Board of Directors meeting, the Chair shall appoint an Elections
Committee for the purpose of counting the ballots. No incumbent
Officer, Director, Member of the Nominations Committee or Nominee
shall serve on this Committee. The Committee shall certify in
writing to the Board of Directors a correct count of the ballots
cast.
The Secretary shall compose a ballot containing all of the
nominees and the position for which they are nominated. The ballot
shall be mailed to all regular members at least fourteen (14)
days prior to the November membership meeting, which is usually
the Annual Awards Dinner in November.
The ballot shall be accompanied by a special return envelope
addressed to the Elections Committee. Ballots must be received
by the Election Committee at least three days before the November
membership meeting.
The nominee receiving the largest number of votes for a
position shall be declared elected to that position. In event
of a tie vote, a second ballot containing only the positions involved
in the tie shall be prepared. This ballot shall contain the names
of the two nominees receiving the highest number of votes and
shall be mailed to all regular members. The Elections Committee
shall determine the schedule for returning the second ballots.
In the event the second ballot results in a tie, the Elections
Committee shall determine the winner by lot. The names of all
elected officers and directors shall be posted on the Clubhouse
bulletin board and in the Club newsletter.
ARTICLE XV: COMMITTEES
With the approval of the Board of Directors, the Commodore
may appoint such standing and special committees as he or she
may deem necessary and advisable.
ARTICLE XVI: REGULATIONS
The Board of Directors shall have the power to adopt Club
regulations not inconsistent with these By-Laws for the purpose
of providing ways and means for the proper government and conduct
of the business and affairs of the Club and shall likewise have
the right and power to change the same from time to time.
ARTICLE XVII: DISSOLUTION
The property of this corporation is irrevocably dedicated
to recreational purpose and upon abandonment, liquidation, or
dissolution of this corporation, its assets shall be distributed
by the Board of Directors to one or more organizations organized
for the purpose of promoting safety on the water among small craft,
provided that such distribution would qualify this corporation
as a tax-exempt organization under the revenue laws of the United
States and the State of California. No part of the net earnings
of this corporation shall inure to the benefit of any individual.
ARTICLE XVIII: AMENDMENTS
These By-Laws may be repealed: amended, and additional provisions
added thereto at any regular or special meeting of the members,
at which at least a two-thirds (2/3) majority of all members present
in a quorum, vote in favor of said repeal, amendment, or addition,
but no repeal, amendment or addition to the By-Laws shall be voted
upon at any given meeting of the members unless fourteen (14)
days notice has been given by mailing a copy thereof together
with a notice of the meeting to each member.
on September 15, 1988.
membership.