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Aransas
Pass Yacht Club
Bylaws The
following Bylaws
prepared and ratified by the Aransas Pass Yacht Club Board of Directors
shall govern the business of the Aransas Pass Yacht Club, except as the
same may be later amended.
Article I – Name
The
name of this
organization is the Aransas Pass Yacht Club; and it is located in
Aransas Pass, San Patricio, Aransas and Nueces Counties, Texas. It is incorporated under the laws of the State of Texas as a non-profit organization. It shall hereinafter be referred to as the Club or APYC. Article II – Purpose
The
Club is a non-profit
corporation established for the purpose of promoting recreational
boating, boating safety, boating education and related activities,
including cruising, sailing, fishing, waterfront activities and social
functions in the geographical area of the Texas Coastal Bend. In
the pursuit of these goals, the Club shall work to advance the sport of
yachting, including sailing, racing, power boating and cruising, impart
good fellowship among the yachting community, encourage good
sportsmanship and introduce youth to the sport of sailing and boating
while providing proper facilities for the yachts of our members and a
comfortable establishment for the members and families of the
Club. It shall have the power to own, control, operate and/or
lease real or personal property incidental to such purposes. No
action shall be taken to impair the non-profit designation of the Club.
Article III –
Membership
Section 1. The
rights and
qualifications of the membership at large and of each of the respective
member classes are set forth in the Club Rules and Operating
Regulations.
Section
2.
The
Club may have classes of
membership as determined by the Membership Committee and approved by
the Board of Directors. All classes of membership shall be
defined in Club Rules and Operating Regulations.
Section
3.
Club
Membership shall not be
transferred or assigned.
Section
4.
Application
for and
acceptance of Membership implies agreement to abide by the Rules and
Operating Regulations of the Club.
Section
5.
Termination
of Membership
shall be in accordance with the following:
a.
Any Member may resign, provided such resignation shall not affect any obligation owing to the Club up
to and until the date of resignation.
b. Failure to pay dues or assessments within ninety (90) days from the date they are due shall cause termination of Membership without further action of the Board of Directors. c. For good cause other than those listed in section 5b of this article, any Membership may be suspended or terminated upon the unanimous vote of the Board of Directors. d. Memberships terminated by resignation may be reinstated upon application for membership as set out in the Club Rules and Operating Regulations. Memberships terminated by failure to pay past-due accounts shall be reinstated only when all past-due accounts are paid and said reinstatement is approved by the Membership Committee and may not be reinstated after the passage of eighteen (18) months from the date of termination. e. Any reinstatement must include payment of any assessments occurring since termination of Membership and any additions to the initiation fee since that time. A Member that resigns and then wishes to rejoin the Club after a two-(2) year time frame must submit a new Club application along with the current initiation fee. Section
6.
The Board of Directors may suspend all or part of the payment of dues of a Member, with loss of Club privileges, for a reasonable period of time in case of illness or extreme hardship. Article IV - Board
of Directors
Section 1. The
Board shall exercise all
general powers conferred by the laws of the State of Texas upon
corporations organized under the Texas Non-Profit Corporation Act and
such additional powers and duties as specifically provided by the
Articles of Incorporation and these
Bylaws.
Section
2.
The
Board of Directors shall
nominate candidates for election to the Board and submit nominees to
the ballot for election by the General Membership at the Annual Meeting.
Section 3. The
initial Board of
Directors shall choose two Directors for a one-(1) year term, two for a
two-(2) year term and two for a three-(3) year term. Thereafter,
each year, two (2) Directors shall be elected for a term of three
years.
The initial Board is made of the following Directors with term expiration dates:
The
following interim slate
of Flag Officers will officiate until the first official slate of Flag
Officers for 2003 are elected at the Annual Membership Meeting in
November, 2002:
Section
4.
Should
a Director of the
Board resign before the end of a term, the Board of Directors shall
appoint a replacement who will occupy the position for the remainder of
the term. The replacement Director may be placed on the ballot
for re-election by the General Membership at the Annual Meeting.
Section
5.
Quarterly
meetings of the
Board of Directors shall be presided over by a Chairperson elected by
the Board each year. The Chairperson may call special meetings of
the Board of Directors upon not less than forty-eight (48) hours’
notice. Any Member in good standing may attend these meetings.
Section
6.
A
majority of the voting
members of the Board of Directors shall constitute a quorum. A
majority vote of those voting members present at a meeting of the
Board, at which a quorum is present, shall be sufficient for any action
by the Board of Directors.
Section
7.
The
Board, at their
discretion, may arrange for an appropriate assessment (an Audit, Review
or Compilation) of Club accounting records and bookkeeping practices by
a Certified Public Accountant, and a copy thereof shall be available
for inspection by any Member in good standing.
Section
8.
The
Club shall indemnify
every Director, Flag Officer, his/her heirs, executors, administrators,
personal representatives, successors and assigns against all loss,
costs and expense, including counsel fees, reasonably incurred in
connection with any action, suit or proceeding to which he/she may be
made a party by reason of being or having been a Director or Flag
Officer of the Club, except for matters as to which he/she shall be
finally adjudged in such action, suit or proceeding to be liable for
gross negligence or willful misconduct. In the event of a
settlement, indemnification shall be provided only in connection with
such matters covered by the settlement as to which the Club is advised
by counsel that the person to be indemnified has not been guilty of
gross negligence or willful misconduct in the performance of his/her
duty as such Director or Flag Officer in relation to the matter
involved. The Club may obtain such insurance as the Board of
Directors may deem advisable to cover the foregoing described matters.
Article V – Flag
Officers
Section
1.
The
Flag Officers shall
nominate a slate of Flag Officer candidates, approved by the Board of
Directors, for election by the General Membership at the Annual
Meeting. The terms of office shall be one year. Flag
Officers may be re-elected for successive terms.
The Board of Directors has the jurisdiction of adding or removing nominee names on the slate of Flag Officer candidates. Section
2.
The
Flag Officers of the
Club shall consist of a Commodore, a Vice Commodore, a Rear Commodore,
a Secretary and a Treasurer:
a.
The Commodore shall perform the functions of chief executive officer of the Club, including presiding,
when present, over Membership meetings. The
Commodore shall be
responsible for the maintenance and enforcement
of Club Rules and
Regulations, making any necessary amendments
or changes, with
approval of the Board of Directors. The Commodore
may assign additional
duties, such as committee chairs, etc., as he/she
deems necessary for
effective management of the Club. The committees noted on the APYC Organization
Chart, not specified under the responsibilities
of the Vice or
Rear Commodore, shall be the responsibility of the Commodore for the overall
function of the Club.
b.
The Vice Commodore shall assist the Commodore in the discharge of
his/her duties.
In the event the Commodore is unable to perform his/her duties for any reason, the Vice Commodore shall
act as Commodore until the Commodore is able to
resume his/her
responsibilities. The Vice Commodore shall perform such supervisory or other duties as
the Commodore may assign to assist in the management
responsibilities. The following committees shall be the
responsibility of
the Vice Commodore:
1. Membership
2. Facility (including bar and galley) c.
The Rear Commodore shall assist the Commodore and Vice Commodore in the discharge of their duties.
In the event neither is able to perform his/her
duties for any reason, he/she
shall serve as Commodore until either the
Commodore or Vice
Commodore is able to assume their duties. The
Rear Commodore shall perform
such supervisory or other duties as theCommodore
may assign to assist in
management responsibilities. The
following committees shall be
the responsibility of the Rear Commodore:
1. Legal
2. Change of Command 3. Rules Committee d.
The Secretary shall be responsible for recording the events transpiring
at General
Membership and Board of Director meetings. All records not the specific responsibility of
another office or position shall be maintained by the Secretary, including a Membership
roster.
e.
The Treasurer shall be responsible for all matters involving the Club’s
receipts, deposits, disbursements, accounts receivable and accounts
payable, and shall advise the Board when all periodic obligations
occur, such as insurance renewals and taxes. The Treasurer shall
prepare a quarterly financial report and submit it to the Board of
Directors and Flag Officers.
Section
3.
A Flag
Officer vacancy may
be filled by any qualified Member in good standing, nominated by the
Flag Officers and approved by the Board of Directors, to serve the
remainder of the term.
Section
4.
Any
Flag Officer may be
removed from office during his/her term by a majority vote of the Board
of Directors.
Article VI –
Meetings
Section
1.
There
shall be one (1)
meeting of the Membership held each year in November, known as the
Annual Meeting.
Section
2.
General
Membership meetings
other than the Annual Meeting shall be called at the discretion of the
Board of Directors.
Section
3.
Notice
of the Annual Meeting
must be in writing. Notice of any other meeting may be in writing
or by telephone. Written notice must be mailed to all Members not
less than fifteen (15) days prior to the time of the meeting.
Said written notice may be included in the newsletter, billing or other
mailing addressed to each voting Membership. Such meetings shall
be held on weekends whenever possible.
Section
4.
The
presence at the meeting
of Members, in person or by proxy, entitled to cast fifteen percent
(15%) of the voting-class Membership votes, shall constitute a
sanctioned quorum for any action except as otherwise provided in these
Bylaws. Written proxies may be included in determining the
presence of a quorum.
Section
5.
At all
meetings of Members,
each Member may vote in person or by proxy. All proxies shall be
in writing, on a form approved by the Board of Directors, and filed
with the Secretary of the Club prior to the issuance of ballots.
Every proxy shall be revocable and shall be for no period greater than
thirty (30) days.
Section
6.
Unless
determined otherwise
by the Board of Directors, the order of business at all meetings of the
Membership of the Club shall be as follows:
Section
7.
The
rules as contained in
Robert’s Rules of Order, revised, shall govern the meetings of the Club
and its Board of Directors.
Article VII -
Voting and Election of Officers
Section
1.
Each
voting-class Membership
in good standing shall be entitled to one (1) vote. Proxy may
also represent said Membership provided said proxy is a Member in good
standing.
Section
2.
All
Officers and Directors
shall be elected by a sanctioned quorum of the Members voting at the
Annual Meeting.
Article VIII- Fees
and Dues
Section
1.
Each
Membership shall pay
the annual dues and assessments proposed by and approved by the Board
of Directors as dictated in the Club Rules and Operating
Regulations. The initiation fee is due at the time of
membership application.
Section
2.
The
fiscal year shall be the
calendar year.
Article IX -
Committees and Appointive Offices
Section
1.
The
standing committees
shall be those shown on the APYC Organization Chart included in Club
Rules and Operating Regulations.
Section
2.
Flag
Officers may delegate
certain responsibilities to committees and appoint a chair. The
respective chair shall appoint members of each committee.
Section
3.
The
Membership Committee
shall be responsible for preparing, receiving and processing new member
applications.
Section
4.
The
Rules Committee shall be
responsible for developing and maintaining Club Rules and Operating
Regulations covering the use of the Club facilities and the conduct of
Members and guests. Any situation not specifically covered by
these Bylaws shall be resolved by the Flag Officers through this
committee, who may from time to time adopt, amend or change any rule or
rules for the operation of the Club, harbor, piers, house or any other
Club facilities, as it may deem necessary. Any such operating
rule or amendment thereto shall not be a Bylaw but shall have the same
force and effect as a Bylaw when duly adopted and published.
Section
5.
The
Finance Committee shall
be responsible to prepare the next year’s budget, obtain approval of
the Board of Directors and present it at the Annual Meeting for
approval by the Membership.
Section
6.
The
Newsletter Committee
shall be responsible to publish a newsletter in a manner prescribed by
the Board and to bill and collect from advertisements to offset as much
of the cost of the newsletter as possible. It is the
responsibility of this committee to obtain as much Club news and
information as permitted by space and see that the newsletter is mailed
to all Members.
Section
7.
The
Parade Committee shall
be responsible for planning, organizing and managing the proper parades
in the tradition of the Club.
Section
8.
The
Cruising Committee shall
be responsible for planning, coordinating and conducting all cruising
activities of the Club, providing opportunity for all Members to
participate as much as possible.
Section
9.
The
Dock Master Committee
shall be responsible for rental of slips, including collection and
record keeping as to amounts, renters and receipts and the handling of
visiting boats in a manner prescribed by the Board of Directors.
Section
10.
The
Facility Committee shall
be responsible for maintenance and improvements of the building under
guidelines provided by the Board of Directors.
Section
11.
The
Change of Command Dinner
Committee shall be responsible for all plans and arrangements for the
Change of Command Dinner.
Section
12.
The
Race Committee shall be
responsible to develop and coordinate racing schedules and serve as
liaison between the Club and other sailing organizations regarding
scheduling and conducting sailing events. The chairperson shall
provide racing instructions and safety equipment requirements for these
events. He/she is also responsible for providing and maintaining
all the skills and equipment necessary to conduct quality racing events
and shall have custody of said equipment.
Section
13.
The
Youth Program shall be
responsible to develop and coordinate a youth-training curriculum that
introduces students to the fun of water sports through the use of
kayaks, rowboats and/or small sailing dinghies, focusing on basic
boating skills with emphasis on boating safety.
Section
14.
The
Board of Directors shall
have full power and authority to establish from time to time such
committees as it may deem necessary or desirable to assist in the
business and affairs of the Club, and each such committee shall have
such responsibility, power and authority as the Board may provide.
Section
15.
The
Board of Directors, by
majority vote, shall have the power and authority to amend, override,
reverse or rectify any decision or action of any committee.
Section
16.
No Flag
Officer or Director
shall receive compensation for any service rendered to the association;
however they may be reimbursed for reasonable expenses actually paid in
performance of duties.
Article X – Records
Each
Director, Flag Officer
and Committee Chair shall keep for permanent record (1) any
correspondence received or copies of any correspondence forwarded in
his/her official capacity, (2) copies of all reports made to or in
behalf of the Club, and (3) all records kept and maintained in his/her
official capacity. It shall be the combined responsibility of
each person possessing such and his/her respective successor to insure
the complete and orderly transfer of same at the beginning of each term
of the office or position. All such records shall be maintained
and stored in a place of safekeeping either provided by the Club or the
person responsible for keeping the records.
Article XI -
Ownership of Club Property
Section
1.
Ownership
and title to all
Club property, funds or assets shall be vested in the Aransas Pass
Yacht Club as a non-profit corporation. All Memberships having
paid full initiation fee shall have an equal ownership interest in such
property. Upon termination of Membership for any reason, such
Membership shall forfeit, ipso facto, all rights of ownership, title
and interest that such Membership may have claim in the property, funds
or assets owned by the Club. Members have no ownership rights or
claims--all property belongs solely to the Club.
Section
2.
The
Club will not be
responsible for loss or damage to personal property of Members,
visitors or guests.
Article XII -
Construction and Amendments
Section
1.
The
construction or meaning
of any provision of these Bylaws shall be determined by majority vote
of the Board of Directors. Said construction or meaning shall be
in written form and added to these Bylaws under a policy section.
Any policy regarding the construction of same may be changed by
majority vote of the General Membership at any general or special
meeting.
Section
2.
Use of
the masculine gender
in titles and pronouns in these Bylaws is intended to be neither
restrictive nor discriminatory; all positions described herein, whether
elective or appointive may be filled by male or female members meeting
the qualifications prescribed.
Section
3.
These
Bylaws may be amended
at any general or special meeting of the Club by a two-thirds (2/3)
majority vote of a quorum present. The notice of the meeting
shall include notice to the effect that the question of amendments is
to be considered and shall specify the article or section in which the
proposed change occurs.
Article XIII – Use
of Funds by Board
Expenditures
outside the
approved budget must be pre-approved by the Commodore and Board of
Directors. Expenditures within the approved budget are governed
by Club Rules and Operating Regulations.
Article XIV – Club
Rules and Operating Regulations
Section
1.
The
Commodore is responsible
for the maintenance and enforcement of Club Rules and Operating
Regulations through the efforts of his/her Flag Officers and Committee
Chairs. It is the duty of the Membership of the Club to know its rules
and regulations and to cooperate with the Officers, Directors and staff
in the enforcement thereof.
Section
2.
The
Club Rules and Operating
Regulations define Membership classifications and rights, Member
privileges, Club facility and dock use, etc. and any rules for the
operation of the Club facilities and properties deemed necessary.
These operating rules or amendments thereto shall not be a Bylaw but
shall have the same force and effect as a Bylaw when duly adopted and
published. They shall not be in conflict with the Bylaws.
Section
3.
The
Club Rules and Operating
Regulations must be approved by the Board of Directors prior to
publication. Approved changes and amendments to Club Rules and
Operating Regulations will be posted on the Club website and published
in the newsletter. The Club Rules and Operating Regulations will
be published on an annual basis in booklet form, along with the
Membership Roster and APYC Organization Chart, which shall be issued by
April 1st of each calendar year.
Article XV –
Dissolution
At the
dissolution of this
Club, whether from termination of its charter or from any other cause,
its affairs shall be liquidated in accordance with the Texas Non-Profit
Corporation Act as in force of law at the time of such
dissolution. Any funds remaining in the Treasury will be
distributed to current Members in good standing or a charitable
organization designated by the Board of Directors.
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P.O. Box 1935
Aransas Pass, TX 78335
E-mail info@apyctx.org
Phone: (361) 758-7214
Fax: (361) 758-7575
www.aransaspassyachtclub.org
www.apyctx.org