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BYLAWS
ROME SAILING CLUB, INC.
ARTICLE I NAME
The name of this organization is the Rome Sailing Club, Inc.
ARTICLE II PURPOSE
This shall be a non-profit organization and no part of its assets
or income shall be distributed to its members, directors or officers.
This club is organized exclusively for the sport of sailing and in
furtherance of that end is intended to provide recreational
facilities of all types related to sailing for the mutual pleasure
and benefits of its members.
ARTICLE III MEMBERSHIP
Section 1 General
Any person wishing to become a member of this club shall attend an
official club function and submit an application form, plus an ap-
plication fee of two hundred ($200.00) dollars. The Membership
Committee (see Article VIII) shall review each application and
have the authority to accept or reject the applicant. The Club
members shall be notified in writing of the applicant's request
for membership. No decision of acceptance or rejection shall
be made until two (2) weeks after the mailing date of the writ-
ten notification. A unanimous vote of the Membership Committee
shall be required to accept an applicant into the Club membership.
( See Amendments Section for amendment to this section passed 1-24-2004)
Section 2 Voting Membership
Membership may be as a family unit for all members of an immediate
family including children under 21 years of age or full time
students, or as an individual.
Section 3 Non-voting Membership
Junior Membership A junior member shall be a non-voting member with
all of the other privileges and responsibilities of a full member.
This classification shall be for those persons who are under 26
years of age and not in school. A member in this classification
would not be required to pay the initiation fee to join the club
until reaching their 26th birthday. However, their dues will be
the same as a full member, and upon reaching their 26th birthday,
they shall pay the initiation fee that would have been required at
the time they joined. All other fees, boat storage, slip fees
and the like shall be the same as a full voting member.
Student Membership A student member shall be a non-voting member
with all of the other privileges and responsibilities of a full
member. This classification shall be for those persons who are
full time students. A member in this classification would be
required to pay only fifty (50) percent of the annual dues and
no initiation fee as long as they remain a full time student.
If their full time student status changes, they would have to
become a junior or voting member.
The Board of Directors may designate other non-voting membership
categories, contributing, honorary, etc.
ARTICLE IV VOTING
Section 1
Individual and family members who have paid their assessed dues and
who are in good standing shall be eligible to vote at meetings of
the membership. Each holder of an individual membership shall be
entitled to one vote, and each family having a family unit member-
ship shall be entitled to one vote.
Section 2
Any member entitled to vote on any matter submitted to the voting
membership of this association may vote either in person or by
proxy duly signed by the member or his duly authorized attorney in
fact. No proxy shall be valid after one month from its date unless
otherwise provided in such proxy. No membership shall represent
more than one proxy on any vote, but the membership may submit
their proxy to the board to be voted or counted.
Section 3
All resolutions adopted and all business transacted by the club
shall require the affirmative vote of a majority of the members
represented at the meeting, with the following exceptions. The
election of officers and directors, and amendments and changes
to the bylaws shall require the affirmative vote of the majority
of a quorum represented at the meeting.
Section 4
A quorum shall consist of five (5) members in good standing
represented in person.
ARTICLE V OFFICERS
Section 1
The officers of this club shall consist of a President (may also
be known as the Commodore), a Vice President (may also be known
as the Vice Commodore), a Secretary (may also be known as the
Yeoman), a Treasurer (may also be known as the Purser), and a
Parliamentarian. (This position can only be filled by a past
Commodore). The officers shall be elected for a term of one (1)
year by the membership at the Annual Meeting and shall serve at
the pleasure of the membership. The term shall begin and end on
the date of the Annual Meeting.
Section 2
The President shall preside at all meetings of the club. He
shall have general and active management of the operation of
the club.
Section 3
The Vice President shall act in the President's stead when, for
any reason, the President is unable to or cannot act, and perform
such other duties as may be assigned to him by the President.
The Vice President shall be Chairman of the Membership Committee.
Section 4
The Treasurer shall handle all the financial matters for the Club.
He shall keep appropriate records of all funds and expenditures. He
shall keep a bank account on which checks may be drawn over his
signature, the signature of the President and such other signatures
as may be authorized from time to time by the affirmative vote of a
majority of the members present (in person or by proxy) and voting
at a properly called meeting.
Section 5
The Secretary shall maintain a complete record of the activities
of the club and shall carry on all communications of the club,
including notices of meetings and events. He shall maintain a
roster of members.
Section 6
The duties of Secretary and Treasurer may be combined to form one
office, upon the affirmative vote of the majority of the members
present (in person or by proxy), and voting at the Annual Meeting.
Section 7
The Parliamentarian shall assist the President and the Board,
and perform such other duties as may be assigned to him by the
President.
ARTICLE VI DIRECTORS
Section 1
Subject to these Bylaws or any lawful agreement between the members,
the full and entire management of the affairs and business of the
club shall be vested in the Board of Directors. However, the Board
of Directors shall never have the power to reverse any decision of
the membership which is adopted at a properly called meeting by a
majority of the members present (in person or by proxy) and voting.
Section 2
The membership of the Board of Directors shall consist of the five
club officers (President, Vice President, Secretary, Treasurer and
Parliamentarian), and one member elected at large from the member-
ship at the Annual Meeting, and a Dock Master, also elected by the
membership at the Annual Meeting. In the event that the officers
of Secretary and Treasurer are combined, under Article V, Section
6, of these bylaws, then there shall be an additional at large
member elected to the Board, so that there will be seven (7)
Directors on the Board.
Section 3
The Directors shall serve for a term of one (1) year, which shall
begin and terminate on the date of the Annual Meeting.
Section 4
A vacancy occurring on the Board of Directors (other than the at-
large Director (s),) shall be filled by appointment of the
President with the approval by the majority of the Board to serve
the remainder of the unexpired term. Should the post of the at-
large Director(s) become vacant prior to the expiration of his
term, the membership shall elect a successor to serve the remainder
of the un-expired term.
Section 5
There shall be no requirement that the Board of Directors hold regular
meetings. Instead, the Board shall meet when called by the President
or when requested in writing by three or more Directors.
Section 6
Each Director must be given notice at least three (3) days in advance
of any meeting of the Board. The notice shall state the time and
place of the meeting. Attendance at such meeting shall constitute a
waiver of the notice requirement.
Section 7
At any meeting of the Board, the attendance of three (3) Directors
shall constitute a quorum. All resolutions adopted and all business
transacted by the Board shall require the affirmative vote of a
majority of a quorum of the Directors present and voting.
Section 8
The President shall preside over meetings of the Board and shall
vote only in the case of a tie.
Section 9
The Board of Directors shall present an estimate of the forthcoming
year's expenditures to the membership at the next meeting after the
Annual Meeting.
Section 10
If a Director misses three (3) consecutive regular or called meetings
without prior notification to the President, he will be replaced.
The vacancy will be filled in accordance with Article VI, Section 4,
of the Bylaws.
ARTICLE VII MEETINGS
Section 1
The Annual Meeting of the members shall be held in October of each
year or at a time and place selected by the President.
Section 2
Meetings of this club may be called at any convenient time and place
by the President or by written petition signed by ten (10) or more
members.
Section 3
Notices for each meeting, regardless of how it is called, shall be
mailed to each member at least one (1) week in advance of the meeting
date.
Section 4
All questions of procedure not covered in these Bylaws shall be
determined in accordance with the most recent edition of
"Robert's Rules of Order".
ARTICLE VIII COMMITTEES
Section 1
In addition to any standing committee established by these Bylaws,
the President may, from time to time, create special committees to
assist him in the work of the club and shall make all appointments
to such committees.
Section 2
There shall be a Membership Committee consisting of the Vice
President, as committee chairman, and four (4) additional club
members as elected from the membership. The Membership Committee
shall be elected at the Annual Meeting and shall serve for a term
of one year. The Membership Committee shall perform those duties
assigned to it in Article III of the bylaws.
Section 3
There shall be a Nominating Committee consisting of three (3)
members appointed by the President, which will recommend candidates
for the club's five Officers and Dock Master. The recommendations
of the Nominating Committee shall be presented to the membership at
the meeting prior to the Annual Meeting.
ARTICLE IX DISCIPLINE
Section 1
Any member having a complaint to make against any other member or
members for an infraction of the rules (Article X) of the Club,
or for conduct prejudicial to the welfare of the club shall file
such complaint in writing with the Board of Directors. The
complaint must set forth the facts of the case and name any
witnesses.
Section 2
After receiving a complaint, the Board of Directors shall hold
a meeting to investigate and hear the case. All parties charged
in the complaint shall receive a notice at least five (5) days
in advance of the meeting. The notice shall specify the time
and place of the meeting and shall contain a copy of the complaint.
The charged parties shall have the right to testify and produce
evidence in their defense.
Section 3
The Board of Directors shall alone have the authority to fine,
suspend or expel any member whom it judges, following such meeting,
to be guilty of any charge made against him.
Section 4
Any member expelled by the Board of Directors shall have the
right to appeal the decision to the membership by obtaining
the signatures of one-forth (1/4) of the members on a petition
requesting a special meeting of the Club to vote on his reinstate-
ment. It shall be the duty of the President to call such a meeting,
which shall be held within ten (10) days from the presentation of
the petition. It shall require the attendance and affirmative vote,
at such meeting, of a majority of all Club members in good standing
in order to reinstate the expelled member.
ARTICLE X RULES
The Club shall adopt a set of rules for the conduct of Club members
and the use of Club facilities. The rules may be adopted, and from
time to time amended, at any properly called meeting of the member-
ship by a majority of those present (in person or by proxy) and
voting.
ARTICLE XI BURGEE
The Club burgee shall be a blue and white pennant bearing the letters
"R" and "S" and "C", and a sailboat
logo and shall meet the specifications set forth. Dark area of the
burgee is blue and the sailboat and letters are in white.
ARTICLE XII DUES
Section 1
The dues for each individual, family unit or junior member shall be
one hundred and thirty five dollars ($135.00) for the 1998 member-
ship year and two hundred ($200.00) for 1999 membership year and
thereafter. The dues for student membership shall be fifty percent
(50%) of the dues for other memberships. Dues shall be paid by the
first day of January each year. A late fee of twenty five ($25.00)
dollars shall be assessed each member who fails to pay his dues by
January 31.
Section 2
Dues for a new member shall be prorated on a monthly basis if such
member joins the club less than six (6) months prior to the first
(1st) day of January of any year.
Section 3
Any regular member who fails to pay the annual dues or any other
regular assessment by the thirty first (31st) day of March shall
forfeit his membership, provided written notification has been sent
to the last known address prior to the first (1st) day of March.
ARTICLE XIII AMENDMENTS
These bylaws may be amended by a majority of a quorum present
(in person or by proxy) and voting at any meeting of the members,
provided notice has been given in writing at least four (4) weeks
prior to the date of the meeting, and that the proposed amendment
has been mailed to each voting member at least one (1) week prior
to the date of the meeting.
Amendment to Article III: Membership-Section 1: General
The Subject Bylaws article has been amended to read as follows:
Any person wishing to become a member of this club shall submit
an application form, plus the then current application fee. The
Membership Committee (see Article VIII) shall review each applica-
tion and have the authority to accept or reject the application.
A unanimous vote of the Membership Committee shall be required to
accept an application into the Club membership. (Approved by club
vote, January, 2004) ------------------------------------------------------------------------------------------------------------ Note The above reproduction of the Bylaws was prepared May 2003 - bg
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