AMENDED BYLAWS OF
SPINDRIFT SAILING CLUB, LTD.
The following are the bylaws of Spindrift Sailing Club, Ltd., amended by the Board of Directors ("Board") and adopted at the meeting of the Board held March 17, 2007, as the sole and existing bylaws of Spindrift Sailing Club, Ltd.
Name and Purpose
Section 1. The name of this organization shall be SPINDRIFT SAILING CLUB, LTD. (hereinafter the "Club"). The Club was incorporated under the laws of the State of Oklahoma on the 15th day of April, 1976 as a non-profit corporation.
Section 2. The purpose of this organization shall be to encourage the pursuit of sailing as a recreational activity and competitive sport.
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Section 1. All application for membership, together with all fees, shall be submitted to the Board for Approval. If the applicant is approved by a majority of the Board, the applicant shall be admitted to membership.
Section 2. There shall be two (2) classes of membership, to-wit:
REGULAR MEMBERSHIPS - Shall include all persons admitted to membership other than the other classes herein described. Regular Members have full voting rights and other rights and privileges of membership to include participation in Club social activities, the right to fly the Club burgee, and the right to participate in the Club racing program and be eligible for trophies. Such membership shall include spouse and unmarried children under age 23 who are members of the household.
HONORARY MEMBERS - May be granted only in unusual and limited instances to individuals who, in the unanimous opinion of the Board and approved by three-fourths (3/4) majority of all active members of the Club, have made an exceptional and outstanding contribution to the Club, the community and sailing fraternity. Such membership will be for a designated period of time and no dues will be payable. Honorable Members shall enjoy all rights and privileges of Regular Member.
One Design Fleets
Fleets of boats meeting the criteria of their respective national governing bodies may exist within the Club. Club members meeting the membership requirements of a fleet shall be members of that fleet. Fleet activities involving Club facilities must have prior approval of the Club Board. One member of each fleet will represent that fleet on the Club board as a full Board Member.
Collection of Dues and Fees
Section 1. All annual dues are payable by March 1, and must be paid before involvement in any club activities. Any person seeking membership after July 31" of any given years shall pay sixty percent (60%) of the annual dues. Persons seeking membership after October 1" shall pay the following years dues in advance as the requirements for the current years dues.
Section 2. Annual dues for regular membership shall be determined by the Board by a two-thirds majority.
Section 3. Membership dues or other fees are non-refundable after an application for membership has been acted upon and approved by the Board.
Section 4. A member in arrears for dues or other indebtedness of more than sixty (60) days shall forfeit his membership right in the club and shall not be again entitled to such membership rights until readmitted by the Board.
Section 5. Fees for special events may be collected and earmarked. Fees and other funds collected by the Club for specific fleet activities shall only be released with the approval of the fleet in accordance with the fleet’s bylaws.
The fiscal year of the Club will be from January 1 to December 31, both dates inclusive.
Section 1. Two-thirds (2/3rds) of the members of the Board shall constitutes a quorum for any Board meeting.
Section 2. A simple majority of the qualified voting membership (present or represented by proxy) shall constitute a quorum for the conduct of club business at any general meeting, annual meeting, election of officers or other elections. A proxy vote shall be submitted to the Commodore, Vice Commodore or club Secretary and may be revoked if the member attends the meeting.
Section 1. Amendments to these bylaws may be proposed at a regularly scheduled meeting of the Board of Directors, but may only be adopted by the Board at a subsequent meeting thereof. In the interim, the proposed amendment shall be mailed to the membership at least twenty (20) days prior to the vote on its adoption, or by posting on the official Club website.
Section 2. A majority of the members may also alter, amend or adopt new bylaws at any annual or special meeting properly called. However, such bylaw revision shall be submitted in writing to the club Secretary at least thirty (30) days prior to the meeting and shall be mailed to the membership at least twenty (20) days prior to the annual or special meeting, or posted on the official Club website.
Section 3. The membership shall be notified of all amendments within thirty (30) days after adoption by the Board, either by mail or by posting on the official Club website.
Section 1. The officers of the club shall consist of the Commodore, Vice Commodore of Training, Vice Commodore of Racing, Rear Commodore, Secretary, and Treasurer, Fleet Handicapper and the immediate Past Commodore. The offices of the Secretary and Treasurer may be held by one and the same person.
Section 2. The Commodore is responsible for the welfare of the club; he/she shall preside at all meetings of the club at which he/she is present. He/She shall be Chairman of the Board of Directors. He/She shall appoint such other committees as are required and will be ex-officio members of all such committees.
Section 3. The Vice Commodore of Training shall be responsible for the organization of youth and adult training sessions. He/She shall assume the office and title of Commodore in the event of vacancy from any cause of that office, and shall assume the duties of Commodore in the event of the temporary absence of disability of the latter. He/She shall be a member of the Board of Directors.
Section 4. The Vice Commodore of Racing shall be responsible for general coordination and planning of the club racing schedule and special club races, the preparation of sailing instructions, and also make arrangements for the procurement of racing trophies. He/She shall, with the approval of the Board, appoint a Race Committee Chairman (if other than himself/herself) and Protest Committee Chairman (Chief Protest Judge) and shall supervise their activities. He/she shall appoint a Fleet Handicapper when a vacancy occurs in that office upon the approval of the Board. He/She shall assume the duties of the vice Commodore of Training in the event of the temporary absence or disability of the latter until a new Vice Commodore of Training is elected and qualified. He/She shall be a member of the Board.
Section 4.1 The Fleet Handicapper shall be responsible for issuing and maintaining club handicap numbers based on nationally and locally established practices. He/She shall be responsible for maintaining the data base of the club and supplying such local data to regional and national rating bodies as required. The position of Fleet Handicapper shall be a standing position, such officer to be replaced in the event of resignation or removal from office by the majority vote of the Board.
Section 5. The Rear Commodore shall be responsible for the organization, promotion and publishing of periodic social events. He/She shall be a member of the Board and shall be responsible for the scheduling activities for the club and use of club facilities.
Section 6. The Secretary shall keep minutes of all club meetings, permanent records of all club activities, and conduct all club correspondence. On April 1st of each year, he/she will compile and distribute to all members a complete list of active members as of that date. He/She will report, at the annual meeting next following his/her election, on the club activities during the preceding year. He/She shall be a member of the Board.
Section 7. The Treasurer shall be responsible for the collection of all dues and any other monies due to the club. He/She will disburse club funds in payment of properly authorized club indebtedness at the direction of the Commodore, except that all expenditures in excess of $200.00 shall have prior approval of the Board. At the annual meeting following his/her election, he/she will distribute to all members an itemized statement of receipts and expenditures covering the fiscal year. Records shall be kept up to date at all times. He/She shall be a member of the Board.
Section 8. Immediate Past Commodore shall be a member of the Board.
Section 9. In the event the office of Secretary and the Office of Treasurer shall be combined in one office, Director at large shall be a member of the Board.
Election of Officers
Section 1. All offices shall be elected at the annual meeting held each November by a majority vote of the qualified voting members present or represented by proxy, provided that a quorum is established per Article VII, Section 2. They shall hold office for a period of one (1) year or until their successors are duly elected and qualified.
Section 2. A list of nominations for each office shall be prepared by the Board and the membership shall be notified of these nominees at least fifteen (15) days prior to the annual meeting. Additional nominations for any office may be made by mail to the Commodore of to any of the Board by any active member in good standing Such nominations must be submitted at least ten (10) days prior to the date of the annual election.
Section 3. Officers shall be elected by secret ballot of the regular members in good standing, and a plurality of votes cast shall be sufficient for election. It is understood that there will be one (1) vote per regular membership, which vote may be cast by any member of the family of such regular membership.
Section 4. Nominations to fill offices vacated during the year shall be made by the Board of Directors and submitted to the membership at the next regularly scheduled club meeting/social. A majority vote of the qualified voting members present of represented by proxy will determine the new officer, provided that a quorum is established per Article VI, Section 2. In the event of a vacancy in the office of Commodore, the Vice Commodore of Training will become Commodore and a new Vice Commodore of Training elected.
Section 1. The standing committees of the club shall be the Entertainment Committee, the Training Committee; the Race Committee and the Publicity Committee.
Section 2. The Entertainment Committee, under the direction of the Rear Commodore, shall be in charge of all entertainment in connection with regattas and all special events or social functions held for the club.
Section 3. The Training Committee, under the direction of the Vice Commodore of Training, shall plan and conduct the junior sailing program and shall teach the rules and techniques of sailing and racing.
Section 4. The Racing Committee, under the direction of the Vice Commodore of Racing, shall consist of the Race Committee Chairman and the Class Fleet Captains elected by such recognized fleet in the club. This committee shall make arrangements for and appoint the operating officials of all regular club races and shall be responsible for mark placement and retrieval, racing conduct, scoring and the recording and posting of race results.
Section 5. The Publicity Committee, under the direction of the Secretary, shall be responsible for sending advance publicity on all club activities and race results to newspapers, radio, television and national sailing magazines.
Section 6. The Facilities Committee, under the direction of the Vice Commodore of Training and the Rear Commodore shall be responsible to maintain an inventory of club physical assets, organize work parties to maintain the club property and facilities and represent the club regarding marina services.
Section 1. The annual meeting of the club shall be held before the close of the month of November of each year.
Section 2. Regular meeting shall be held at times to be established by the Board.
Section 3. Special meetings may be called at any time by the majority vote of the Board. The Secretary shall be required to notify all members of such meetings sufficiently in advance as to permit their attendance.
Board of Directors
Section 1. The Board shall be composed of the Commodore, Vice Commodore of Training, Rear Commodore, Secretary, Treasurer, immediate Past Commodore, Directory at Large (if any), and a representative from each of the One-Design Fleets. The Board shall have all general authority to manage the affairs of the club, regulate the conduct of its members, make commitment for capital expenditures by the club, and do all things which a Board might of could do for a corporation.
Section 2. No member of the Board shall, by reasons of his membership, be liable to any member or guest, for any negligent act or omission of the club, and such member of the Board shall in no way be construed as an agent of the club for any purpose whatsoever.
Section 3. The club shall indemnify and hold harmless each Officer and Representative now or hereafter serving the club from any and all claims and liabilities resulting from serving the club. The club shall reimburse each Officer or Representative all legal and other expenses reasonably incurred in connection with defending such claims and liabilities. However, if the Board of the Club, in a majority judgment, determines that the claim or liability resulted from negligence or willful misconduct, then no indemnification shall be provided to that Officer or Representative. The foregoing right of indemnification
Section 1. All rules and regulations issued by the Corps of Engineers applicable to Lake Oologah shall be incorporated as and for club rules and regulations.
Section 2. The crew of a regular member shall be regarded as a guest. Such member is responsible for the guest and his conduct.
Section 3. Additional rules may be adopted from time to time by the Board.
Section 4. For safety interest, pets are not allowed on a Club Party Barge during club events or while other members are present on the Party Barge.