ARTICLE ONE: CORPORATION
SECTION 1: The name of the corporation shall be SEAFAIR BOAT CLUB, incorporated under the provisions of the State of Washington Nonprofit Corporation ACT (RCW24.03).
SECTION 2: The duration of the Corporation shall be perpetual.
SECTION 3: The primary purpose and goal of the club shall be to support water-oriented activities in mutual cooperation with Seafair, Inc., for community service, stability and mutual gain of both organizations.
SECTION 4: The registered office of the Corporation is:
SEAFAIR BOAT CLUB
2200 6th Ave, Suite 400
Seattle, WA 98121
SECTION 5: The Corporation is one which does not contemplate pecuniary gain or profit to the members thereof and is organized for nonprofit purposes, and no part of the net earnings thereof shall inure to the benefit of any member or other individual.
ARTICLE TWO: OFFICERS AND DUTIES
SECTION 1: The officers of the Corporation shall be the Commodore, Vice-Commodore, Rear-Commodore, immediate Past Commodore, Treasurer, Secretary and a Board of nine (9) Directors, all of whom shall be voting members and shall be elected as herein otherwise provided, has expired. In case of the permanent vacancy of any Flag Officer, prior to normal completion of their term, the regular succession of command delineated in Article 5, Section 1 shall immediately commence, unless the vacancy occurs prior to April 1, in which case, a special election will be called. Any interim replacements necessary shall be appointed by the Commodore and subject to approval by the Board of Directors.
In case of the permanent vacancy of any Board Member, prior to normal completion of their term, the candidate who received the next highest number of votes in the last election shall be recommended to the board for confirmation to fill the unexpired term. If no candidate be available it shall be up to the commodore to recommend a candidate subject to approval by the Board of Directors for confirmation to fill the unexpired term.
SECTION 2: The Commodore shall preside at all SEAFAIR BOAT CLUB business meetings and enforce all laws and regulations relating to the administration of the SEAFAIR BOAT CLUB; shall appoint all SEAFAIR BOAT CLUB standing chairpersons prior to the November Board of Directors meeting and they shall be presented at the general membership meeting in February/March; shall present at the Annual Meeting the projected budget for the coming year, with budget approval by the Board of Directors at the November meeting; shall call meetings of the Board of Directors or membership as covered in Article 4; shall be responsible for ensuring compliance with Article 6, Section 7; shall negotiate SEAFAIR BOAT CLUB contracts as directed by the Board of Directors; shall be an ex-officio member of the SEAFAIR BOAT CLUB standing committees; and shall perform any other function/duty as directed by SEAFAIR BOAT CLUB Board of Directors.
SECTION 3: The Vice-Commodore shall perform all functions of the Commodore, in his/her absence or at their request; shall be chairperson of the nominating committee; shall be ex-officio member of finance and long range planning committees; shall perform any other function/duty as directed by the SEAFAIR BOAT CLUB Board of Directors; shall serve as representative to the Community Council.
SECTION 4: The Rear-Commodore shall perform all functions of the Commodore or Vice-Commodore in their absence or at their request; shall perform any other as alternate to the Community Council.
SECTION 5: The Treasurer shall have charge of all SEAFAIR BOAT CLUB funds and assets; place funds in a bank approved by the Board of Directors; shall present a written financial report at every Board of Directors meeting; and shall present all bills not approved in the budget to the Board of Directors for approval of payment. Fund withdrawals shall be with the approval of the Board of Directors and upon signature of the Treasurer along with either the Commodore, Vice- Commodore, Rear-Commodore or Secretary.
Further the Treasurer shall serve as a member of the finance committee; shall work with the finance committee chairperson to prepare a yearly accounting to be presented to the membership at the Annual meeting; shall issue receipts for all incoming cash monies; shall close books prior to October 31st, and submit reports to the internal audit committee.
A full internal audit report will be made available to the General Membership by the February/March meeting.
SECTION 6: The secretary shall maintain a file of all official correspondence, contracts and keep a true record of all meetings; and shall send meeting minutes to officers, directors and committee chairpersons in a timely fashion prior to the next meeting.
ARTICLE THREE: NOMINATING COMMITTEE
SECTION 1: The Nominating Committee shall consists of five (5) members; the Vice-Commodore shall be the Chairperson, the three (3) second year Directors and one (1) member at large, selected by the Commodore. If one or more of the second-year Directors are unable to serve in this role, the role will be filled by alternate Director(s) selected by the Commodore.
No member shall be a member of the nominating committee if they are running for the election. Nominees and their qualifications shall be presented to the September Board of Directors meeting for approval. Nominees shall be an active member in good standing whose eligibility and availability for election has been confirmed.
SECTION 2: All active members will be mailed at least two (2) weeks prior to the Annual Meeting the following:
ARTICLE FOUR: MEETINGS
SECTION 1: The rules of Parliamentary Procedures as set forth in the attached addendum to these By-Laws shall govern all meetings of the SEAFAIR BOAT CLUB. Any matter not covered by these rules shall be governed by the Rules of Parliamentary Procedure known as "Robert's Rules of Order."
SECTION 2: Meetings of the Officers and Directors shall be held monthly, from September through July. These meetings are open to the General Membership. An August meeting may be called if the Flag Officers deem necessary, with consent of a quorum of the board of directors.
SECTION 3: Special Board Meetings: The Commodore shall send written and/or electronic notification to all SEAFAIR BOAT CLUB Board of Directors, which shall state time, date and place of meeting and the purpose of said meeting. A minimum of three (3) days shall be provided for notification of Board Membership. No other business shall be discussed at such meetings. No proxies accepted for Special Board Meetings.
SECTION 4: The Annual Meeting of the Membership shall be held in the month of October each year.
SECTION 5: The General Membership Meeting shall be held in February/March each year.
SECTION 6: Special Membership Meetings may be called from time to time at the discretion of the Commodore or when requested to do so by a quorum of the Board of Directors. A minimum of fourteen (14) days shall be provided for notification of the Membership.
SECTION 7: Quorum of Members: at Annual, Special or General Membership Meetings, a presence or proxy of active members representing fifteen (15) percent of the voting rights of the General Membership shall constitute a quorum.
SECTION 8: Board of Directors Meetings, presence in person or by proxy, of ten (10) members of the Board of Directors and Flag Officers shall constitute a quorum. The Commodore shall vote only in case of a tie.
SECTION 9: Proxy Participation: 1. General Membership - Active Members unable to attend in person at the Annual Meeting or General Meeting may participate by granting another member their proxy by executing a SEAFAIR BOAT CLUB proxy form. 2. Board of Directors; Board Members, unable to attend meetings of the Board in person, may participate by designating in person a meeting of the Board, may participate by designating another member of the Board as their proxy to act in their absence.
Proxy requests & acceptance must be executed before the meeting is called to order. Execution is defined as providing a printed or e-mailed copy of the request by the absent member and acceptance by the proxy holder to the Secretary, prior to the meeting being called to order, in person, in writing, or via e-mail. another member of the Board as their proxy to act for the absent member.
SECTION 10: No Member of the Membership or the Board of Directors shall carry more than one (1) proxy. The Secretary shall be notified of all proxies designates prior to the commencement of business.
SECTION 11: Any active member who is unable to attend the Annual or General Membership Meeting may utilize the sample ballot referred to in ARTICLE 3, Section 2, as an absentee ballot. The unsigned ballot shall be sealed within an envelope; the member's name printed and signed on the front of the envelope, marked "Ballot" and delivered to the Annual or General Membership Meeting.
SECTION 12: Any member who makes a reservation for any function and does not cancel at least forty-eight (48) hours in advance will be billed for that function by the Treasurer. Your check is confirmation of your reservation.
SECTION 13: All active members will be mailed or emailed at least two (2) weeks prior to the Meeting Annual or General the following:
ARTICLE FIVE: TERMS OF OFFICE
SECTION 1: The term of Commodore, Vice-Commodore, and Rear-Commodore shall be for one (1) year Ref.: Article 2, Section 1. There will be a succession of commands as follows:
a. Vice-Commodore to Commodore
b. Rear-Commodore to Vice-Commodore
c. Rear-Commodore shall be elected by the membership
SECTION 2: The Treasurer and Secretary shall be for a term of two (2) years and elected by the membership. Their terms to expire in alternate years.
SECTION 3: Three (3) Directors shall be elected each year for a term of three (3) years. The immediate Past Commodore shall become a member of the Board of Directors for one (1) year.
SECTION 4: Any member of the Board of Directors having three (3) absences from any regular Board meeting in one term year, shall be removed from office at the discretion of the Board of Directors.
ARTICLE SIX: MEMBERSHIP AND DUES
SECTION 1: Active Member: Any person eighteen (18) years or older may be elected to full membership and shall receive voting rights upon payment of the initiation fee, one (1) years dues and approval of the Board of Directors.
SECTION 2: Honorary Member: Any person, who has rendered outstanding service to and for SEAFAIR BOAT CLUB, shall be eligible for Honorary Membership of one (1) year duration, when unanimously approved by the Board of Directors. Honorary Members shall not be liable for an initiation fee or dues and does not have voting privileges and will not receive compensation for any club functions. Any honorary member may join the SEAFAIR BOAT CLUB at the completion of their honorary year by submitting an application for full membership. Any member receiving honorary membership who was a full member the previous year will be required only to pay the renewal fee.
SECTION 3: Life Members: Any persons, who have rendered outstanding service to and for the SEAFAIR BOAT CLUB, shall be eligible for Lifetime Membership, when unanimously approved by the Board of Directors. Life Members shall not be liable for any initiation fees or dues, does not have voting privileges and will not receive compensation for any club functions.
SECTION 4: Inactive Member: Any full member in good standing may become an Inactive Member upon application submitted to and approved by the Board of Directors.
Inactive member is defined as being unable to participate in the regular affairs, but desires to maintain their association. Annual dues shall be SEAFAIR BOAT CLUB portion of full membership. The member does not have voting privileges and will not receive compensation for any club functions. Upon request and payment of one (1) year dues they shall be reinstated to full membership.
SECTION 5: Junior Member: Any person under eighteen (18) years of age maybe elected to full membership and participation, with no voting privileges upon payment of initiation fee and has a parent or guardian that is a full member in good standing and approval of the Board of Directors.
SECTION 6: Annual dues for membership, new and renewal shall be set by the Board of Directors and then presented to the General Membership for their approval. Dues will be payable on the first day of November and delinquent on the first day of March of the following year. Any extension of this date will be approved by the Board of Dir SEAFAIR BOAT CLUB.
SECTION 7: All Committee Chairpersons and Vice- Chairpersons under the directorship of the SEAFAIR BOAT CLUB shall be members of the SEAFAIR BOAT CLUB. Any
exception to this will be brought before the Board of Directors.
ARTICLE SEVEN: SUSPENSION AND EXPULSION
SECTION 1: Any member, whose conduct shall be decided by the Board of Directors to have been opposed to the best interest of the membership, may be suspended from participation in all activities. The Board of Directors may, by two-thirds vote, suspend or expel any Officer or Member, provided that in either case a copy of the charges are sent by registered mail to the accused no later than ten (10) days prior to the meeting, at which time action on the charges is to be taken. The accused is given full opportunity to appear at the meeting in their own defense. The decision of the Board of Directors may be reversed by a two-thirds vote of the active members at the Annual meeting.
ARTICLE EIGHT: LEGAL COUNSEL
SECTION 1: The SEAFAIR BOAT CLUB Board of Directors shall select legal counsel, who shall be a member of the Washington State Bar Association and who will be known as the Judge Advocate.
They shall be responsible and available to provide SEAFAIR BOAT CLUB Board of Directors and Officers proper guidance on contracts, liabilities, insurance or any other legal matters. The Judge Advocate or designee shall act as registered Agent of the Corporation.
ARTICLE NINE: AMENDING THE BY-LAWS
SECTION 1: Any amendment of repeal shall be passed by the Board of Directors, then same to be published two (2) weeks prior to annual or general membership meeting. The amendment or repeal shall need a simple majority vote of all ballots cast.
ARTICLE TEN: FRANCHISE
SECTION 1: The authority to use the Logo, Name or Burgee of the SEAFAIR BOAT CLUB for monetary gain, must have the approval of the Board of Directors.
ARTICLE ELEVEN: INSURANCE/BONDING
SECTION 1: Property insurance: Replacement value insurance shall be maintained on all club assets of value, as determined by the SEAFAIR BOAT CLUB Board of Directors.
ARTICLE TWELVE: COMMODORE FUND
SECTION 1: A Commodore's fund shall be established by the Board of Directors.
ARTICLE THIRTEEN: AUDIT COMMITTEE
SECTION 1: The Commodore shall appoint an internal audit committee that shall consist of the upcoming year's Commodore and two (2) members at large. Internal audits should be completed prior to December 1st.