Portsmouth Yacht Club

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PORTSMOUTH YACHT CLUB - CONSTITUTION 1999

 

ARTICLE I - Objective

This Club shall be known as the PORTSMOUTH YACHT CLUB and shall have for its object the advancement of its members in social and amateur yachting.

 

ARTICLE II - Structure

There shall be a Board of twelve Directors who shall elect from their membership a Commodore, Vice Commodore and Rear Commodore as Flag Officers, and a Secretary and Treasurer who may or may not be a member of the Board of Directors. The offices of Secretary and Treasurer may be

held by one person who shall be an officer of the Club.

 

ARTICLE III - Election of Officers

The Flag Officers shall be elected by the Board of Directors after the seating of the new Directors to be held at the first meeting of the Board after the Annual Meeting and not later than the next following

November 30. Those so selected serve for ONE year only in the office to which elected, and may not be elected to the same office for a second consecutive year. The Secretary and Treasurer shall be appointed to office by the Board of Directors as deemed necessary, and may serve consecutive terms

 

ARTICLE IV - Duty of the Commodore

It shall be the duty of the Commodore to command the squadron; to preside at all meetings, to be a member and Chairman of the Board of Directors, and of all standing committees unless otherwise provided. Also to enforce all by-laws, rules and regulations of the Club. The Commodore may at the Commodore's option, or shall at the written request of seven members in good standing, call a special meeting of the membership.

 

ARTICLE V - Duty of the Vice Commodore

It shall be the duty of the Vice Commodore to assist the Commodore, and in the Commodore's absence assume all duties of the office. 

 

ARTICLE VI - Duty of the Rear Commodore

It shall be the duty of the Rear Commodore in the absence of the Commodore and Vice Commodore, to preside at meetings, and have command of the fleet. The Rear Commodore shall see that the squadron is in proper order when under way; report to the Commanding Officer any disobedience or neglect

of orders, and shall inform the Secretary of any additions or changes in the Club meet.

 

ARTICLE VII - Duty of the Secretary

It shall be the duty of the Secretary to keep a true record of all meetings of the Club and of the Directors in a book provided for that purpose; to keep a correct roll of all members, a record of their admission and resignation; also a book in which to keep a black list of members expelled from this or any other Yacht Club of which this Club may be notified, stating cause of same, and may notify neighboring Yacht Clubs of those dishonorably discharged from this Club. The Secretary shall see that new members are given a key and a book of the Constitution and By-Laws upon receipt of a sum specified by the Board of Directors. The Secretary shall keep and maintain a record of the names, type,

length, radio call letters and ownership of each yacht enrolled in the Club, file and preserve all documents, records and recommendations connected with the business of the Club; cause all necessary books and papers to be at a place of meeting if unable to attend; notify each member elect of his election; and each member of all meetings and regattas. The Secretary shall conduct the correspondence of the Club. The Secretary shall see that the names of all members are on the membership list and the names of yachts on the yacht board and shall send to each member on May 15, a revised list of the names and addresses of the Club membership together with a revised list of each yacht enrolled in the Club and the above information concerning it. The Secretary shall keep an accurate record of the dates of elections to office and the dates of the end of terms of office of each person so elected. This information shall be made available to the general membership at least 30 days prior to the annual meeting by posting same on the bulletin board. The Secretary shall be compensated as the Board of Directors may deem necessary from year to year and be exempt from annual dues.

 

ARTICLE VIII - Duty of the Treasurer

It shall be the duty of the Treasurer to collect all money for dues, locker, float and mooring rentals and deposit same in a bank or trust company approved by the Club. The Treasurer shall pay all bills approved by the Directors and/or the Flag Officer responsible, insure that a correct account of the money received and paid out is maintained and provide appropriate liaison with private accountants providing services to the Club. The Treasurer shall report at each annual meeting, and present and file with the Secretary a detailed written report of the receipts and disbursements for the year. The Treasurer shall be compensated as the Board of Directors may deem necessary from year to year and be exempt from annual dues.

 

ARTICLE IX - Duty of the Board of Directors

Section 1.

The entire management and control of the affairs of the Club, subject in all respects to such instructions and limitations as may from time to time be prescribed by the Club, shall be in the hands of the Board of twelve Directors except as herein provided.

 

Section 2.

The election of Directors shall be by ballot at the annual meeting in October. The Directors shall take office at the first meeting of the Board after the annual meeting and not later than the following November 30, and shall serve a term of two years, and six shall retire each year in the order of their election.

 

ARTICLE X - Membership Committee

Section 1.

There shall be a Membership Committee consisting of the Commodore and four members to be elected as follows: At the annual election in October two members to serve two years and thereafter two members shall be elected annually to succeed those whose term expires at that time. The Commodore shall be chairman of the Committee. The Committee shall choose one of its members to act as its Clerk. Three members shall constitute a quorum of the Membership Committee.

Section 2.

The name and residence of any person desiring to join the Club must be presented and endorsed by two members of the Club, to the Secretary, who shall mark the date, time and numerical order of receipt on the application and forward it to the Membership Committee. Prior to voting on prospective candidates, the Membership Committee will ensure that the candidate's name has been included in a mailing to Club members. During the Club season, (May 1 to October 15), posting of the candidates name on the Club bulletin board(s) for thirty (30) days shall be considered sufficient notice. Additionally, the Membership Committee may arrange for an interview with the candidate and sponsors. When the above requirements have been completed, the Membership Committee shall vote upon each candidate proposed for membership separately, by ballot. The Membership Committee shall consider the applications in the order of their receipt; except those of resigned members in good standing, which shall be considered before new applications. The Membership Committee shall vote upon the name of each candidate proposed separately by ballot. No applicant shall be elected against whose election objection shall be made by any three members of the club to the Committee 

Section 3.

All communications between members and the Committee shall be held private and confidential, and no member of the Committee shall be questioned or allowed to give reasons for his actions.

 

ARTICLE XI - Membership

Section 1.

The membership of the Club shall be limited to 250 paid members, exclusive of life and honorary members.

Section 2.

There shall be three types of members:

Active Dues paying members in good standing.

Life Non dues paying members in good standing.

Honorary Non dues paying members who have been elected by the membership to enjoy 

year.

Section 3.

Any person 21 years of age or older shall be eligible for membership.

Section 4.

Active membership includes individuals or families. Family is defined to include spouse and dependent children under the age of 21. * Definition: Wherever the word member, members, or membership is used throughout this entire document, it shall be construed to be gender neutral and is applied to individuals or families as set out in

 

Article XI, Section 4.

Section 5.

All applications for membership shall be made on the approved application form, obtainable from a sponsor, which shall be properly filled out and delivered to the Secretary, accompanied by the current

application fee. Any family member meeting all other membership requirements is eligible for their own membership by filing an application with the Secretary, accompanied by the current reinstatement fee.

NOTE: Two sponsors are necessary in order for the application to be valid.

Section 6.

The Membership Committee shall consider applications in the order of receipt by the Secretary of the Club who shall mark the date and time of receipt on the application. Exception: Applications by 

in good standing and family members converting to active membership shall be considered before new applications.

Section 7.

All election objections shall be made and submitted to the Membership Committee in writing no later than 30 days after the candidate's name has been published and or posted.

Section 8.

No applicant rejected for membership shall be proposed for membership until the expiration of twelve months from the time of such rejection. All Communications between members and the Membership Committee shall be held private and confidential, and no member of the committee shall be questioned or allowed to give reasons for the committee's action.

Section 9.

On the election of a candidate it shall be the duty of the Secretary to notify the candidate of the fact and to send said candidate a bill for annual dues. Should the bill not be paid within 30 days, the candidate's election shall be void.

Section 10.

In joining the Club, an applicant agrees to abide by the Constitution and By-Laws, and House Rules of the Club. 

Section 11.

Any person whom the Club may wish to honor may be elected HonoraryMember at any annual meeting.

Section 12.

Life Membership.

A. No member shall be eligible for the awarding of Life membership

until that member has retained membership in the Club for a period of

no less than 20 years.

B. Any member who felt a member with the required qualifications was

worthy of this honor would find a co-sponsor and together would submit

to the Board of Directors a letter of recommendation substantiating why

they felt this member should be so elected.

C. The recommendation would be given to the Club Secretary any time

during the current year but no later than 1 August. This would give

time to the Directors to schedule a review and present to the Secretary

the recommended names in time for the annual meeting mailing. If the

Directors, after discussion, voted against the recommendation, it would

be returned to the sponsors indicating it did not carry a simple

majority vote.

D. Voting on Life Members at the annual meeting shall be by written

ballot.

Definition of a Life Member:

A person elected to Life Membership shall enjoy all of the privileges of the Club, with the exception of holding ELECTIVE office. A Life Member will have been a dues paying member and shall not be required to pay dues. The spouse of a deceased Life Member shall hold the membership under the same terms as any Life Member.

Section 13.

All resignations of membership or office must be made in writing to the Secretary, who shall present the same to the Board of Directors for action at their next meeting. No resignations shall be accepted until

all dues and debts to the Club are paid in full.

Section 14.

Any member leaving the Club by resignation, expulsion or otherwise, thereby forfeits all rights and interest in the property and privileges of the Club.

Section 15.

Any member expelled under the provision of Article XII (annual dues) may apply to the Membership Committee for reinstatement. Such person shall apply as a new member.

Section 16.

The spouse of a deceased member or Life Member shall assume membership at the time of death of a member. Payment of admission or reinstatement fees shall be waived. The spouse of a deceased member shall be exempt from payment of dues for the year of the member's death, provided the deceased member has paid dues. This privilege shall be limited to the current year or until dues are payable.

Section 17.

Any member who resigned while in good standing may, at the discretion of the Membership Committee, be reelected to membership upon payment of current dues and reinstatement fee. The application fee shall be waived.

 

ARTICLE XII - Dues and Fees

The following is a schedule of the dues and fees currently in effect. These may be changed by an affirmative vote by two-thirds of the members present at an Annual Meeting. Application Fee $500.00 Must accompany the application for membership; to be returned if application is not accepted Annual Dues ($440.00) Shall be payable on the first day of January. Any member whose dues remain unpaid on March 1 shall be expelled without further notice. Dues shall be prorated by fifty percent when an applicant is accepted for membership after 1 August of the current year. Reinstatement Fee ($250.00) to be paid by former members who resigned in good standing and are seeking reelection to membership. Current dues must be paid, but the application Fee will be waived upon reinstatement. ALL OTHER fees, assessments or bills rendered by the Club for goods or services shall be due and payable when rendered, and any member failing to pay such a bill within 30 days shall be subject to suspension at the discretion of the Board of Directors.

 

ARTICLE XIII - Regatta Committee

The Regatta Committee shall consist of three members appointed by the Board of Directors, who shall make all rules governing Regattas and Races.

 

ARTICLE XIV - Dissolution

This Club shall not be dissolved except by majority vote at a regular Club meeting, one month previous notice having been given to each member.

 

ARTICLE XV - Amendments

This Constitution may be amended or repealed by a vote of two-thirds of the members of the Club present at any regular or special meeting, provided that each member of the Club shall have been notified by the Secretary what amendments are to be considered at such meeting at least ten days prior to the date of such meeting. Fifteen percent of the membership of the Club shall constitute a quorum at such a meeting

 

ARTICLE XVI - Audit Committee

Three members shall be chosen annually by the Commodore to serve as Auditors.

 

ARTICLE XVII - Indemnification of Directors, Officers, Agents and Employees

SECTION 1.

Unless otherwise provided, the corporation shall indemnify any individual made a party to a proceeding because he is or was a director, officer, agent or employee of the corporation, against liability incurred in the proceeding, but only if the corporation has authorized the payment in accordance with section 8.55 of the New Hampshire Business Corporation Act and a determination has been made in accordance with the procedures set forth in section 8.55(b) of the New Hampshire Business Corporation Act that the director, officer, agent or employee met the standards of conduct in paragraph (a), (b) and below:

(a) Standard of Conduct.

The individual shall demonstrate that:

(1) he conducted himself in good faith; and

(2) he reasonably believed:

(i) in the case of conduct in his official capacity with the

corporation, that his conduct was in its best interests;

(ii) in all other cases, that his conduct was at least not opposed to

its best interests; and

(iii) in the case of any criminal proceeding, he has no reasonable

cause to believe his conduct was unlawful.

(b) No Indemnification Permitted in Certain Circumstances.

The corporation shall not indemnify a director, officer, agent or

employee:

(1) in connection with a proceeding by or in the right of the

corporation in which the individual was adjudged liable to the

corporation; or

(2) in connection with any other proceeding charging improper

personal benefit to him, whether or not involving action in his

official capacity, in which he was adjudged liable on the basis that

personal benefit was improperly received by him.

Indemnification in Derivative Actions Limited.

Indemnification permitted under this section in connection with a

proceeding by or in the right of the corporation is limited to

reasonable expenses incurred in connection with the proceeding.

 

 

 

 

PORTSMOUTH YACHT CLUB - TABLE OF CONTENTS

 

CONSTITUTION Page Numbers 1 thru 7

ARTICLE I Objective 1

ARTICLE II Structure 1

ARTICLE III Election of Officers 1

ARTICLE IV Duties of Commodore 1

ARTICLE V Duties of Vice Commodore 1

ARTICLE VI Duties of Rear Commodore 1

ARTICLE VII Duties of Secretary 1-2

ARTICLE VIII Duties of Treasurer 2

ARTICLE IX Duties of Board of Directors 2

ARTICLE X Membership Committee 3

ARTICLE XI Membership 3-6

ARTICLE X11 Dues & Fees 6

ARTICLE X111 Regatta Committee 6

ARTICLE XIV Dissolution 6

ARTICLE XV Amendments 6

ARTICLE XVI Audit Committee 7

ARTICLE XVII Indemnification of Directors 7

BY-LAWS Page Numbers 8 thru 13

ARTICLE 1 Meetings & Elections 8-9

ARTICLE II Board of Directors 9

ARTICLE III Discipline 9-10

ARTICLE IV Guests 10

ARTICLE V Yacht Squadron 10-11

ARTICLE VI Keys 11

ARTICLE VII Gambling 11

ARTICLE VIII Courtesy & Responsibility 11

ARTICLE IX Float Stages 11-12

ARTICLE X Locker & Floats 12

ARTICLE XI Officer Flags 12

ARTICLE XII Damage to Property 13

ARTICLE XIII Amendments 13

ARTICLE XIV Commercial Use of Club 13

CLUB HOUSE & DOCK RULES Page Numbers 14 thru 18

SECTION I Clubhouse Rules 14

SECTION II Docks, Floats & Mooring Rules 14-17

SECTION III Function & Clubhouse Rental Rules 17-18

SECTION IV Rules Regarding Employees 18

LIST OF PAST COMMODORES 19

 

 

 

 

 

 

          

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Last modified: March 23, 2008