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ARTICLES OF INCORPORATION OF ARIZONA YACHT CLUB, INC.
[As amended in 1986]
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned residents of the State of Arizona hereby associate
ourselves together to form and establish a non-profit corporation under
the laws of the State of Arizona and hereby adopt the following articles
of incorporation:
ARTICLE I
The name of the corporation shall be Arizona Yacht Club, Inc.
ARTICLE II
The principal place of business of the corporation shall be at Phoenix,
Arizona, or at such other place without or within the State of Arizona
as may be determined by the Board of Directors, and said corporation may
hold its meetings at such places as the Board of Directors may designate.
ARTICLE III
The objects and purposes of this corporation are to promote the social,
fraternal and sporting activities of its members in connection with sail-boating
and to sponsor and organize sailing and yachting meets and to regulate
the same and to do all such things as may be deemed advisable and conducive
to the common good of the organization and the members thereof; to this
end the corporation may engage or do anything which any person could do.
ARTICLE IV
This corporation is not organized for pecuniary profit nor shall it have
any power to issue certificates of stock or declare dividends, and no
part of its net earnings shall inure to the benefit of any member, director
or individual.
ARTICLE V
The time of the commencement of this corporation shall be the date of
the issuance to it of a certificate of incorporation by the Arizona Corporation
Commission, and the period of its duration shall be perpetual.
ARTICLE VI
This corporation shall be composed of the members thereof, as defined
by its By Laws, and the affairs of the corporation shall be conducted
by a Board of Directors of at least five (5) members, as defined in its
By Laws. The annual election for directors shall be in May each year and
each succeeding year and shall be governed by the By Laws of the corporation.
Each voting member, as defined by the By Laws, shall have one vote on
every matter which may be acted upon by them, and for each of the members
of the Board of Directors which are to be elected. The time and place
of elections and other mechanics of the operation of the corporation shall
be governed by the By Laws of the corporation which may only be amended
by the voting members of the corporation.
ARTICLE VII
Upon dissolution of the corporation, the Board of Directors shall, after
paying or making provision for the payment of all liabilities of the corporation,
dispose of all of the assets of the corporation exclusively for the purposes
of the corporation to the United States Yacht Racing Union (USYRU), or
its successor(s), if at that time USYRU or its successor(s) shall qualify
under section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1954
(or the corresponding provision of any future United States Internal Revenue
Law), or, if USYRU does not so qualify, to such other organization or
organizations organized and operated exclusively for the same or similar
purposes as the corporation and as shall at the time qualify as an exempt
organization or organizations under section 501(c)(3) or 501(c)(4) of
the Internal Revenue Code of 1954 (or the corresponding provision of any
future United States Internal Revenue Law), as the Board of Directors
shall determine. Any assets not so disposed of shall be disposed of by
the Superior Court of the State of Arizona, in and for Maricopa County,
exclusively for such purposes or to such organizations as said Court shall
determine, which are organized and operated exclusively for such purposes.
ARTICLE VIII
The members of the corporation will not be liable for the debts and obligations
of the corporation and the private property of the members, officers and
directors of the corporation shall forever be exempt from any and all
corporate debts of any character.
ARTICLE IX
This corporation hereby appoints Tom Ohlin 56 W. Northern Ave. Phoenix,
AZ 85021 who has been a bona fide resident of Arizona for at least three
(3) years, its statutory agent for the State of Arizona, upon whom service
of process may be had. The foregoing appointment may be revoked at any
time by filing the appointment of a successor.
ARTICLE X
The names, residence and post office addresses of the incorporators are
as follows:
[Signed - Hubert H. Hughes]_________
2700 N. Hayden Rd., Scottsdale, AZ
[Signed - Dean H. Davis]_____________
1501 E. McLellan, Phoenix, AZ
[Signed - Robert B. Corby]
6615 E. Horseshoe Lane, Scottsdale, AZ
[Signed - James A. Yankee____________
1326 W. Royal Palm Road, Phoenix, AZ
STATE OF ARIZONA )
) ss
COUNTY OF MARICOPA)
On this 21st day of May, 1961, before me, the undersigned Notary Public
appeared personally Hubert H. Hughes, Dean Davis, Robert Corby and James
A. Yankee known to me to be the persons whose names are subscribed to
the above instrument and acknowledged to me that they executed the same
for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
[Signed - Percy Louise (last name not readable)]
Notary Public
My Commission expires January 10, 1965
ARIZONA YACHT CLUB
BYLAWS
ARTICLE 1.0: AUTHORITY
These bylaws have been adopted pursuant to the authority of the Articles
of Incorporation and the bylaws of the Arizona Yacht Club, Inc., as evidenced
by a two-thirds majority vote of a legal twenty-five percent (25%) quorum
of the membership thereof on the 1st day of May, 1987. These revised bylaws
do not apply to the election held on that date since they were adopted
after all other business was transacted on that date. This version represents
a complete revision of the prior bylaws.
ARTICLE 2.0: NAME
This corporation shall be known as the ARIZONA YACHT CLUB, INC., (hereinafter,
"Club").
ARTICLE 3.0: PURPOSE
The purposes for which this corporation is created are exclusively for
pleasure, recreation and other nonprofit purposes. More specifically,
the purposes for which this corporation is formed includes, but is not
limited to:
3.1 Promotion of social, fraternal, and sporting activities in connection
with sail-boating in the State of Arizona;
3.2 Organization, sponsorship and regulation of sailing and yachting
meets, races and regattas among its Members and Guests: and
3.3 Doing all other acts necessary or expedient for the administration
of the affairs and attainment of the purposes of the corporation.
ARTICLE 4.0: ARTICLES AND BYLAWS AVAILABLE TO MEMBERSHIP
A copy of the Articles of Incorporation and these bylaws shall be given
to each voting member of the Club.
ARTICLE 5.0: FISCAL YEAR AND AUDIT REQUIREMENTS, FISCAL AFFAIRS
5.1 The fiscal year of the Club shall be from July 1st to June 30th.
The Board of Directors may engage the services of a Certified Public Accountant
to prepare Federal and State Information Return forms. In that case, the
Treasurer shall submit the Club's books and records to the Accountant
within thirty days after the end of the fiscal year. The Information Returns
shall be prepared and submitted to the Board of Directors for review,
approval and execution within ninety days after the end of the fiscal
year.
5.2 The financial affairs of the Club shall be the responsibility of
the Board of Directors.
5.2.1 The Treasurer of the Club shall be bonded in an amount to be set
by the Board of Directors. The cost of the bond shall be borne by the
Club.
5.3 All monies, funds and properties received by the Club are to be
immediately considered the property of the Club and shall be dispensed
or expended in accordance with these bylaws and the Articles of Incorporation.
5.4 The Treasurer shall make all disbursements in accordance with Article
5.2 of these bylaws and he shall have prior approval of the Board of Directors
for all such disbursements.
5.5 The Board of Directors shall adopt a fiscal year budget no later
than July 31, to be effective for the current fiscal year.
ARTICLE 6.0: MEMBERSHIP AND VOTING PRIVILEGES
6.1 ELIGIBILITY
Any person of good moral character who proposes to support the purposes
for which the Club was established and has a demonstrated interest in
Arizona sailing, and who otherwise meets the eligibility requirements
set forth under the appropriate membership classification, below, shall
be eligible for membership in the Club. In no case shall race, color,
sex or creed constitute a factor for determination or eligibility. New
applications from a person(s) not showing residence within the State of
Arizona shall be subjected to particular review of the above requirements
prior to being admitted to membership.
6.1.1 It shall be the policy of the Club and its Board of Directors
to review new membership applications with due consideration of the possibility
of potential abuse of reciprocal privileges with other yacht clubs.
6.2 APPLICATION PROCEDURE
6.2.1 Candidates for admission to new membership shall require sponsorship
by two adult members, at least one of whom shall know the candidate personally.
Application for membership shall be submitted in writing, with the endorsement
of the sponsors, and accompanied by the appropriate initiation fee and
membership dues for the membership classification for which application
is being made. Notwithstanding the provisions of this paragraph, the Board
of Directors shall have the authority to make other provisions for payment
in specific cases, at its discretion.
6.2.2 Admission to membership shall require a simple majority approval
of a quorum of the Board of Directors. The decision of the Board shall
be final and shall not require any justification. A rejected candidate
may reapply after a waiting period of six (6) months from the date of
rejection.
6.3 There shall be the following Voting Memberships:
6.3.1 FULL: This membership shall consist of individuals, heads of households,
or couples and all of their children under the age of twenty-one years.
Each Full Membership is entitled to one vote to be cast by an adult member
of the household. Any adults of the household may hold Office. All household
members shall be entitled to all other privileges of the Club and its
activities. Any member of the household under twenty-one years of age
shall automatically be a Junior Member without any further fees or dues
being required.
6.3.2 LIFE: Any Club Member in good standing who has reached the age
of sixty-five (65) and who has paid dues in any Voting Membership class
for a period of at least twenty (20) consecutive years shall be eligible
for this class. A Member of this class shall have all Club privileges
accorded an adult Full Member and shall not be liable for any membership
dues or assessments arising subsequent to the date of transfer to this
class.
6.3.3 HONORARY LIFE: Honorary Life Membership may be granted to any
Club Member whose services to the Club and the sport of sailing shall
have been deemed outstanding over a period of years. The person shall
be recommended for this class of membership by a member of the Board of
Directors and shall be approved by a ninety percent (90%) majority vote
of the Board of Directors in a secret election. A Member of this class
shall have all Club privileges accorded an adult Full Member and shall
not be liable for any membership dues or assessments arising subsequent
to the date of transfer to this class.
6.4 The following Memberships are designated Non-Voting and shall have
no voting rights, no reciprocal yacht club privileges, no right to hold
a Membership card, and no right to hold Office in the Club, except as
specifically stated below:
6.4.1 JUNIOR: This Membership shall consist of boys and girls under
twenty-one (21) years of age. Junior Members shall be eligible to skipper
in any Club races and to vote and the right to hold Office in any Junior
Organization of the Club. Any Junior Member who has reached the age of
twenty-one (21) years shall be required to transfer to a Voting Membership
class. All initiation fees paid as a Junior Member shall be credited toward
the applicable initiation fee upon such transfer.
6.4.2 HONORARY: This Membership shall consist of non-members who have
exhibited exemplary conduct, interest and/or benefit to the Club. The
Board of Directors may appoint such persons to a one year term of membership
in this class, such term to be renewable on an annual basis by the Board.
There shall be no membership dues or assessments for this class of membership
and such Members shall be entitled to all social privileges of the Club.
6.4.3 INACTIVE: This Membership shall consist of any Member of the Club
who, upon application to the Board of Directors, are deemed to have cause
to be placed on Inactive status. Duration of such status shall be discretionary
with the Board as shall application of dues, fees and assessments to such
Inactive Members. Members of this class shall not partake in any Club
activities as a Club Member and shall not be on the Club's mailing list.
6.4.4 RESIGNED: A Resigned Member shall have no privileges and shall
be subject to a new initiation fee upon reapplication to any Membership
class.
6.4.5 ASSOCIATE: This Membership shall have all rights and privileges
of a Voting Member except for the right to vote, to hold Office, or to
hold a Membership card. This Member is not entitled to reciprocal yacht
club privileges. This Member may not register a Yacht in a Club sponsored
race unless otherwise specified in the "Notice of Race". This
Membership is renewable.
6.4.6 GUEST: A guest is a non-member who is accompanied by any Member,
as heretofore defined, to any Club function.
6.5 MEMBER AND GUEST PRIVILEGES
6.5.1 Club publications shall be mailed to all classes of Members, except
as otherwise provided for with respect to election ballots in Article
9.0.
6.5.2 All Members and their Guests may partake in any Arizona Yacht Club
sponsored activity, but only Voting Members and Junior Members may register
a Yacht in a Club sponsored race unless otherwise specified in the "Notice
of Race".
ARTICLE 7.0: INITIATION, DUES AND ASSESSMENTS
7.1 There shall be an initiation fee for each new member, according
to the Membership class. Dues shall be assessed according to the Membership
class and shall be reduced by a factor of two at such time that less than
six months remains in the membership year (see paragraph 7.2, below) at
the time of a new Membership application and shall be reduced to zero
at such time that less than two months remain in the membership year.
The current initiation fee and dues schedule is as shown in Appendix A,
attached hereto and made a part hereof.
7.2 Membership dues shall be due annually on July 1st and payable within
thirty (30) days. A fifteen (15) day period of grace shall be allowed
after which time the delinquent Member's name shall be posted on the Club
bulletin board or in "Compass Points". Any Member whose delinquency
causes his name to be so posted shall forfeit all Club privileges, including
the right to race, until his obligations have been discharged. Any Member
whose delinquency is posted for more than thirty (30) days shall have
his Membership terminated and he shall become a Resigned Member (see paragraph
6.4.4).
7.3 Assessments in addition to dues and initiation fees may be levied
by the Board of Directors if approved by a 3/4 majority vote thereof.
Such assessments must be approved by a 2/3 majority vote of those Members
of the Club casting a ballot in a Regular or Special Election.
ARTICLE 8.0: DIRECTORS AND OFFICERS
8.1 Any Voting Member, but no others, shall be eligible to be a Director
or Officer of the Club. The Arizona Yacht Club shall have Directors and
Officers as follows:
8.1.1 DIRECTORS: There shall be eleven (11) Members of the Board of
Directors. Nine (9) of the Members shall be elected by the Voting Members
of the Club as set forth below and two (2) shall be granted Membership
by the Board of Directors as set forth below.
8.1.2 OFFICERS: There shall be a Commodore, Vice Commodore, Rear Commodore,
Secretary, Treasurer, Fleet Captain and Cruising Captain. All Officers
are (or become) members of the Board of Directors for their elected term.
Officers shall serve as such for a term of one year or until replaced.
All Officer tenure shall begin upon election.
8.2 DUTIES: The duties of the Officers shall be as follows:
8.2.1 COMMODORE: The Commodore shall preside at all meetings of the
Club Membership and the Board of Directors. He shall appoint the Chairmen
of all Club Committees, except as stated below. All such appointments
shall be subject to the approval of the Board of Directors. He shall be
an ex-officio member of all Club Committees. He must sign all authorized
contracts in the name of and on behalf of the Club. He shall be the Executive
Officer of the Club and shall have general charge and supervision of Corporate
affairs and shall execute such other duties as the Membership or the Board
of Directors shall assign to him.
8.2.2 VICE COMMODORE: In the event of absence of the Commodore or at
the request of the Commodore, the Vice Commodore shall perform any and
all duties of the Commodore. Upon the death, removal or resignation of
the Commodore, the Vice Commodore shall become Commodore in title and
function for the remainder of the unserved term of the Commodore. The
Vice Commodore shall be responsible for the Compass Points newsletter,
for keeping records of the Club's perpetual trophies and for any trophies
won by the Club.
8.2.3 REAR COMMODORE: The Rear Commodore shall assist the Commodore
and Vice Commodore in their duties and shall perform all of their duties
in their absence. He shall appoint the Chairman and Members of the Program
and Education Committees and all Special Social Committees as may be delegated
to him by the Commodore and shall be responsible for the operation of
such Committees. All such appointments shall be subject to the approval
of the Board of Directors.
8.2.4 SECRETARY: The Secretary shall maintain the minutes of all meetings
of the Membership and the Board of Directors. He shall keep all of the
records, except fiscal records, of the Club and shall issue all notices
required by the Articles of Incorporation and bylaws of the Club and as
may be required by the Board of Directors. The Secretary is authorized
to delegate responsibility for the execution of corporate instruments
to the statutory agent, but shall procure prior approval of the Commodore
for all commitments of the Club.
8.2.5 TREASURER: The Treasurer shall be responsible for and have control
of the fiscal matters of the Club. He shall collect all dues and assessments.
He shall endorse on behalf of the Club all collections, checks, notes
and any other obligations or assets of the Club and shall promptly deposit
all receipts received for the Club in such banks or other depositories
as shall be directed by the Board of Directors. He shall maintain all
fiscal records of the Club and shall make such records available for inspection
at all reasonable times to the Board of Directors or to any Member. He
shall report on the state of the financial conditions of the Club at each
meeting of the Board of Directors or the Membership, but he may delegate
that reporting function to another member. The newly elected Treasurer
shall be responsible for generating a Financial Planning Budget for presentation
to the Board of Directors for approval no later than the June meeting
of the Board of Directors.
8.2.6 FLEET CAPTAIN: The Fleet Captain shall govern all racing activities.
He shall Chair the Rules Committee and shall appoint the Chairmen and
Members of all special racing committees as may be delegated to him by
the Commodore and shall be responsible for the operation of such committees.
The Fleet Captain shall have responsibility for general supervision of
all ramps, docks, boats, anchorages, buoys, beacons and channel marks
maintained by the Club. He shall have the authority to assure that all
yachts in the Club fleet are operated in a safe and orderly manner with
proper safety equipment aboard during racing activities and may mete out
appropriate Club privilege restrictions to violators.
8.2.7 CRUISING CAPTAIN: The Cruising Captain shall govern all non-racing
sailing activities of the Club. He shall be the Chairman of the Cruising
Committee and shall appoint its members. He shall appoint the Chairmen
and members of all special cruising activity committees as shall be delegated
to him by the Commodore and shall be responsible for the operation of
those committees. He shall have the authority to assure that all yachts
in the Club fleet are operated in a safe and orderly manner with proper
safety equipment aboard during non-race activities and may mete out appropriate
Club privilege restrictions to violators.
8.2.8 DIRECTORS: The Board of Directors shall have complete responsibility
and authority for the affairs and policies of the Club within the limits
defined herein and in the Articles of Incorporation.
ARTICLE 9.0: ELECTIONS, VACANCIES AND APPOINTMENTS
9.1 ELECTIONS
9.1.1 All elections by the Membership shall be by mail ballot with an
option for each Voting Member of the Club to cast his or her ballot in
person, (See Article 9.1.5., below). The only required election is the
Regular Election for Directors and Officers. Other elections shall be
as determined by the Board of Directors. However, all matters involving
a change in By-Laws or Articles of Incorporation must be submitted to
the Membership by a mail ballot. (See, Article 9.1.2., below, for member
recourse as to these election decisions by the Board of Directors.) Election
ballots shall be mailed to the Members of Record by first class mail postmarked
at least twenty-five (25) days prior to the designated election date.
The record date of Membership shall be thirty-five (35) days prior to
the designated election date. Such balloting by mail shall automatically
constitute a quorum as of the time of mailing of the ballots to the Voting
Members of the Club. (See, Article 6.0. for voting eligibility.) A simple
majority of those voting shall prevail in all matters except for an amendment
of these By-Laws or an amendment of the Articles of Incorporation wherein
a two-third (2/3) majority of those voting shall prevail, but in no case
shall the Board of Directors change the method of voting for Officers
and Directors without an amendment of these By-Laws.
9.1.2 The membership may initiate an election on any matter by petition
to the Board of Directors bearing valid signatures of ten percent (10%)
of the eligible Voting Members of record. The Board of Directors shall
then cause such an election to be held.
9.1.3 The Membership shall elect three (3) non-officer Directors each
year. Two (2) of those Directors shall be elected for two (2) year terms.
One of those Directors shall be elected for a one (1) year term. Tie votes
shall be resolved by a coin toss.
9.1.4 The Membership shall elect the Vice Commodore, Rear Commodore,
Fleet Captain and Cruising Captain each year and each of them shall serve
a one year term.
9.1.5. The following contents of this Article 9.1.5. shall be published
to the Club's membership at least forty (40) days prior to the time designated
for the election. Along with the contents of this Article there shall
be published a Notice of Election with the time and place of the election,
an address for mail returns of ballots, the list of nominees for all offices,
the members of the Board of Directors (including carry-over Directors)
and the members of the Nominating Committee. Ballots shall be returned
by first class mail postmarked at least five (5) days prior to the time
designated for this election or by the Voting Member in person at the
time and place designated for the election. Nominations may be made and
seconded, in writing, to the Commodore by any two Voting Members of the
Club and such nominations must be received by the Commodore at least thirty
(30) days prior to the designated election date. Such nominees shall appear
on the mailed ballot together with the nominees of the Nominating Committee.
9.1.6 The Commodore, Treasurer and Secretary shall be elected by secret
ballot of the newly elected and carry-over Members of the Board of Directors
at their initial meeting and the newly elected officers shall serve in
those offices for a period of one year. The Commodore must be elected
from that group of non-officer Directors having only one year of tenure.
The Treasurer and Secretary must be elected from that group comprising
the Voting Membership of the Club. The election shall take place one Office
at a time and in the following order: Commodore, Treasurer and Secretary.
No other business shall come before the Board of Directors until after
the election of Officers. The Vice Commodore shall preside over the election
portion of the meeting or, if he is not present, the Board of Directors
shall choose a temporary Presiding Officer for the purpose of the election
of Officers. Nominations shall be made for one office and then that Officer
shall be elected. Then nominations shall be made for the next Office,
etc. A simple majority shall prevail. If there is no candidate receiving
a simple majority, there shall be a runoff between the two candidates
receiving the highest number of votes. If there is a tie for second place
for the runoff election, the tied candidates shall both rerun with the
first place vote getter. First place ties shall be broken by the turn
of a coin, absent a withdrawal by one of the tied candidates.
9.2 VACANCIES
9.2.1 A vacancy occurs when an Officer or Director dies, resigns or
is duly removed from office or in the event that the Vice Commodore assumes
the Office of Commodore under the terms of Article 8.2.2 or in the event
that either the Secretary or Treasurer is elected from within that group
comprising the Board of Directors. This means that there shall, at all
times subsequent to the election of new Officers at the beginning of each
fiscal year, be eleven (11) Members of the Board of Directors. Therefore,
any Officer and/or Board of Director vacancy shall be filled by appointment
of the Commodore subject to the approval of a two-thirds majority of the
Board of Directors. The term of the appointment shall be until the position
can be filled by a Regularly required general Membership election or by
the next regular election of Officers by the Board of Directors, whichever
applies. No person shall hold two Offices simultaneously.
9.3 APPOINTMENTS
9.3.1 All committee members, except the members of the Rules Committee
and Nominating Committee, may be appointed by the Commodore with approval
of the Board of Directors, but the Commodore shall have the option of
allowing Committee Chairmen to appoint and remove their own committee
members.
ARTICLE 10.0: RESIGNATIONS AND REMOVALS
10.1 RESIGNATIONS
10.1.1 Should an Officer decide to resign from his Office, he must also
resign from his position as a Member of the Board of Directors.
10.2 REMOVALS
10.2.1 Committee Chairmen hold their office by reason of appointment.
The person who made the appointment may also remove them.
10.2.2 An Officer of the Club may be removed from office, for good cause
shown, by a vote of at least three/fourths (3/4) of the members of the
Board of Directors who are voting. The presiding officer of the Board
of Directors may vote in this instance.
10.2.3 Any Member may be suspended or expelled from the Club for conduct
injurious to the welfare of the Club. Upon receipt of written complaint
from one or more Members, the Board of Directors shall investigate the
alleged misconduct and take such action as it deems in order; provided
that no Member may be expelled or suspended without opportunity of a hearing
before the Board. Such suspension or expulsion of a Member shall require
a vote of at least three/fourth (3/4) of the members of the Board of Directors
who are voting.
ARTICLE 11.0: MEETINGS
11.1 GENERAL MEETINGS
11.1.1 Special Membership meetings may be called by the Board of Directors
at any time for any specific purpose. Notice of the time, place and purpose
of such a special meeting shall be published to the Membership at least
twenty (20) days prior to the meeting date.
11.2.0 MEETINGS OF THE BOARD OF DIRECTORS
11.2.1 The Board of Directors shall have a scheduled meeting once a
month unless the Board of Directors determines to cancel or reschedule
such meeting and a reasonable effort is made to afford all Members of
the Club notice of such cancellation or rescheduling.
11.2.2 Meetings of the Board of Directors are normally open to the Membership.
Members may take part in these meetings but have no vote. The Commodore
has the power to reasonably restrict debate at meetings of the Board of
Directors. The Board of Directors may close any meeting thereof, or any
portion thereof, for good cause shown. An example of good cause would
be for the purpose of discussion of bids from competitive bidders for
real estate owned by the Club or other such sensitive matter which if
known publicly would put the Club at a competitive disadvantage. The Board
of Directors must not use this power to close meetings without careful
consideration of the balance between the desire and intent to inform its
Membership of Corporate activities and the sensitivity mentioned, above.
11.2.3 The Board of Directors shall have the entire authority in the
management of the affairs and finances of the Club. They shall inquire
into standing and character of candidates and elect into Membership of
the Club such as they may consider desirable. They shall hold meetings
on call of the Commodore or any three members of the Board of Directors
and six (6) members shall constitute a quorum. All questions submitted
to a vote of the Board of Directors shall require a simple majority of
those members of the Board of Directors voting on that question to be
carried, unless otherwise stated elsewhere in these bylaws.
ARTICLE 12.0: COMMITTEES
12.1 There shall be at least the following standing Committees:
12.1.1 RULES: To be Chaired by the Fleet Captain and shall consist of
Members representing each active racing fleet of the Club. "Active"
in the sense of this paragraph shall mean that the requirements of the
Club Racing Rules for a separate fleet start were satisfied by a fleet
in the just completed racing series. Each such active fleet shall appoint
its own representative and alternate to the Rules Committee. The Rules
Committee shall set the racing calendar and prescribe the rules to be
used for it in conformance with US Sailing and any applicable Fleet Rules.
The racing calendar shall be coordinated with the social and cruising
calendars of the Club.
12.1.2 NOMINATING: All members of the Nominating Committee must be Voting
Members of the Club. The Commodore shall notify each of the Fleet Captains
of the Active Racing Fleets and the Cruising Captain, at least thirty
(30) days prior to the first meeting of the Nominating Committee, of the
time and place for such meeting. The Fleet Captain of each Active Racing
Fleet must poll his Voting Members for a consensus decision as to the
Fleet's representative on the Nominating Committee. The Fleet Captain
shall notify the Commodore of the Fleet's representative. The Cruising
Captain shall select one member from the ranks of the predominately Cruising
Voting Membership and the Commodore shall select two members-at-large
representatives from the ranks of the Non-racing Voting Members of the
Club. Such selections by the Active Racing Fleets, Cruising Captain and
Commodore shall not be subject to approval or challenge by any other entity
or person. For the purposes of this Article, an "Active Racing Fleet"
shall mean a racing fleet which qualified for a separate start and has
at least four (4) Voting Members registered to race, in the last completed
Fall or Spring Series of the Club's racing calendar just prior to the
Nominating Committee's first meeting. The Chairman of the Nominating Committee
shall be the Commodore of the Club who shall have no vote on the Nominating
Committee. No other Officers or Board Members may be on the Nominating
Committee. There shall be no requirement for the Nominating Committee
to nominate any incumbent Officer or Member of the Board of Directors
to any Office or Board of Director Membership. The Nominating Committee
shall procure approval of each of its nominations from the person being
nominated prior to conclusion of its duties for the year. The Nominating
Committee may nominate more than one candidate for each position open.
Notwithstanding the foregoing, the Commodore shall automatically be nominated
to a Two Year Director position on the Board of Directors.
12.2 SPECIAL COMMITTEES
The Commodore may appoint Special Committees for specific purposes.
These Special Committees shall have no inherent powers other than those
granted by the Commodore.
12.3 OTHER STANDING COMMITTEES
The Commodore, with the approval of the Board of Directors, shall appoint
Chairmen, and, at the Commodore's option, committee members, to perform
ongoing administrative tasks for the Club.
ARTICLE 13.0: AMENDMENT OF THESE BYLAWS
13.1 Any Member may request amendment of these bylaws.
13.1.1 The request shall be submitted in writing to an Officer of the
Club. The Commodore shall appoint and instruct a Bylaw Committee to review
the proposed amendment. If the Committee approves of the amendment as
submitted, it shall pass it to the Board of Directors. If the Committee
does not approve the proposed amendment, it shall attempt to negotiate
suitable changes therein with the author so that the Committee can approve
the amendment and forward it to the Board of Directors. Absent its approval
of the proposed amendment, the Bylaw Committee shall pass the amendment
to the Board of Directors with a negative recommendation.
13.1.2 The Board of Directors shall consider all proposed amendments
received from the Bylaw Committee together with that Committee's recommendation
and then attach its own recommendation thereto. A two-third (2/3) majority
of the Board shall constitute a veto power to prevent publication or a
vote of the Voting Members on the proposed amendment. Provided there is
no such veto exercised by the Board, the proposed amendment shall be published
to the Membership, not less than ninety (90) days prior to the due date
for ballots in the next election for Directors and Officers. Members may
debate the merits of the amendment, either in Compass Points or at a Special
General Meeting of the Membership called for that purpose prior to the
election date.
13.1.3 Subsequent to the publication of the proposed amendment, it shall
be placed on the ballot for the next election for Directors. No special
election shall be called for a proposed amendment except under the provisions
of Article 9.1.2, herein, or by a positive vote therefore by no less that
nine (9) Members of the Board of Directors.
13.1.4 A two-thirds majority of those voting shall be required to pass
an amendment to these bylaws, provided that all such elections shall be
conducted by a mailed ballot to all Voting Members.
ARTICLE 14.0: GENERAL
14.1 Wherever the male gender is used herein, it shall be understood
that either gender is intended.
14.2 The Article and sub-Article titles used herein are for the convenience
of the reader and are not to be construed to have any particular legal
meaning.
14.3 These bylaws are severable; any such bylaw which is or is found
to be in conflict with any applicable law or regulation shall be rendered
ineffective, but all others of these bylaws shall continue to be of full
force and effect thereafter insofar as they are not in such conflict.
14.4 Robert's Rules of Order shall serve as the parliamentary authority
for the Club, in any meeting sanctioned thereby, for all rules and procedures
not covered by these bylaws. In any case, the provisions of these bylaws
and the Articles of Incorporation shall prevail in case of any conflict
of rules. In case of conflict between the Articles of Incorporation and
these bylaws, the Articles of Incorporation shall prevail.
14.5 When an Article number is referenced herein, it shall be deemed
to refer to that number and to all sub-Article numbers thereunder.
_________________________________________________________
APPENDIX A
Membership Class Initiation Fee Annual Dues
FULL $110.00 $85.00
ASSOCIATE $60.00 $60.00
JUNIOR $20.00 $20.00
GUEST (Fees as may be designated by the Board of Directors for any given
event. It shall be the policy of the Arizona Yacht Club to encourage guests
to take part in any and all activities of the Club, but it shall also
be the policy of the Club to discourage excessive or unreasonable repeated
use of the Club's facilities and activities by encouraging the guest to
apply for Full Membership).
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Membership