ASC Bylaws

The following Bylaws address the particulars of the Alaska Sailing Club’s governance. We provide the the complete text below for easy reference, and a fully executed PDF version is available here.

AMENDED AND RESTATED BYLAWS
OF
ALASKA SAILING CLUB
Version 10

ARTICLE I: Name

The name of the corporation shall be the ALASKA SAILING CLUB (hereinafter referred to as the “Corporation”).

ARTICLE II: Purpose

The Corporation shall promote, plan, support and conduct educational, and cultural activities and opportunities for the benefit of the citizens and residents of Alaska, all to be carried on and the objectives thereof not for profit but, rather, exclusively for charitable, educational, and scientific purposes.

Those purposes include providing education related to safety and practices of sailing, including classes and presentations of class sailboat racing and water safety as well as testing and certification in the aforesaid areas.

ARTICLE III: Membership

Membership. Membership in the Corporation shall be determined on an annual basis. Any person of reputable character shall be eligible to become a member once all membership forms have been filled out, subject to recommendation of the membership committee, approval by a majority of the board members and payment of the membership fee.
1. Regular Membership. Anyone or any couple, jointly are eligible to become a regular member (“Voting Membership”) of the Corporation, provided they have paid such dues and fees and otherwise qualifies under such rules as the Corporation may provide. Each regular membership shall be entitled to one vote in the affairs of the Corporation provided that where a couple have jointly applied for and been approved for regular membership they shall be each be entitled to one-half vote.
2. Associate Membership. Anyone interested in the activities of the corporation may be awarded an associate membership provided they are qualified under such rules as the Corporation may provide. The Corporation may provide for different classes of associate membership.
3. Voting. Voting Memberships may, to the extent permitted by law, vote by mailed ballot, fax or e-mail when a vote is called for the annual meeting. Ballots returned must be able to be verified by members’ address, email or phone number. Other votes may be taken by email and members may respond by email or fax.
Payment of Membership Fees. Membership fees and dues shall be collected by the Treasurer. Continuance of membership through the timely payment of dues shall be the responsibility of the member.
Termination of Membership. Members with dues in arrears on the first of May of the current year shall be notified by the Secretary that membership in the Corporation shall cease and be forfeit for non-payment on the first of June. Members not following the Rules and Procedures of the Alaska Sailing Club will have their membership terminated effective upon the affirmative vote of at least five (5) board members at a regular or special meeting and then notified by the Secretary.
Reinstate Membership.
1. Dues in Arrears. Members whose membership ceases for reason of dues in arrears may be admitted to membership once all membership forms have been filled out, subject to recommendation of the membership committee, approval by a majority of the board members and payment of the membership fee.
2. Not following the Rules and Procedures of the Alaska Sailing Club. Members whose membership ceases for not following the Rules and Procedures of the Alaska Sailing Club may be admitted to membership once all membership forms have been filled out, subject to recommendation of the membership committee, approval by at least five (5) board members and payment of the membership fee.

ARTICLE IV: Board of Directors

General Powers. The affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors shall have power of approval of the Commodore’s appointments of committee chairmanships.
Number and Qualifications. The number of Directors on the Board shall consist of at least three and a maximum of nine, as follows: President (hereinafter ”Commodore”, who shall chair the Board of Directors), Senior Vice President (Senior Vice-Commodore), Vice President (Education Vice-Commodore), Second Vice President (Racing Vice-Commodore), Harbormaster, Secretary, Treasurer, and the immediate Past Commodore. The Commodore, their designee, or their replacement shall serve as Chairman of the Board of Directors. Any member holding a Voting Membership is eligible to seek election to any Board of Director’s position.
Term. Except as provided herein, the Directors serve two-year terms and shall be elected at the regular annual meeting of the membership. The Commodore, Racing Vice-Commodore and Harbormaster shall be elected in even years, and the Senior Vice-Commodore, Education Vice-Commodore, Treasurer and Secretary shall be elected in odd years.
Elections. Elections shall be conducted at the annual meeting and banquet. In addition to candidates selected by the Nominating Committee, additional nominations may be made from the floor, and after the nominations are closed, the election shall proceed by ballot.
Vacancies. The Senior Vice-Commodore shall succeed to the office of Commodore in the event of a vacancy in that office by death, resignation, or otherwise. Vacancies in the office of Education Vice-Commodore, Racing Vice-Commodore, Harbormaster, Secretary and Treasurer shall be filled by special election at the second meeting which is called following the occurrence of such vacancy. A vacancy on the Board of Directors caused by the death or resignation of the immediate past Commodore shall be filled by the immediate surviving past Commodore. In extremity a special election meeting of the membership shall be called by the Commodore after receipt of a petition of six or more members giving a thirty-day notice before such meeting stating that a special election is proposed and stating the specific vacancies to be filled.
Removal. Any member of the Board of Directors who shall be absent from two consecutive meetings of the Board of Directors without adequate notice and explanation shall be regarded as thereby resigning from the Board of Directors and shall be given written notice of that resignation by the Secretary.
Compensation. Officers of the Corporation shall serve without compensation.
Board Meetings. Board meetings are open to the membership, except that the Board of Directors may convene an executive session for the discussion of personnel, litigation or other confidential matters. No vote may be taken in executive session.
Absences at Meetings. In absence of the Commodore, their designee, or their replacement, the Senior Vice-Commodore, the Education Vice-Commodore, the Racing Vice-Commodore, the Harbormaster, the Secretary and the Treasurer shall serve, in that order, as acting chairman of the Board of Directors.

ARTICLE V: Meetings

Meetings. Meetings of the Corporation shall be called by the Commodore, by their designee, or by their replacement in the event of a vacancy, as hereinafter provided in Article IV of these bylaws.
Annual Meeting. The Annual Meeting of the membership shall be held at a time and place determined by the Board of Directors for the purpose of electing or appointing Directors and/or for the transaction of such other business as may properly be brought before the meeting.
Meeting Notice. Notice of the annual membership meeting shall be given to the members not less than ten (10) days prior to the meeting and for all other meetings, the membership shall be given not less than five (5) days notice. Board of Directors’ meeting can provide notice at the preceding meeting. All such notices shall be delivered in a form consistent with law and the Rules and Procedures of the Alaska Sailing Club. At a minimum, notification shall include the time, place and purpose of the meeting.
Ballots. The Board of Directors may authorize the distribution of ballots for the election of Directors to the membership in conjunction with giving notice of the annual membership meeting. In the event that ballots are distributed in this manner, the Corporation shall accept all ballots returned to it by members eligible to vote, and shall cast those ballots on behalf of the submitting members at the election during the time scheduled within the annual meeting. Voting Memberships may, to the extent permitted by law, vote by mailed ballot, fax or e-mail, when a vote is called for the annual meeting. Ballots returned must be able to be verified by members’ address, email or phone number. Other votes may be taken by email and members may respond by email or fax.
Board Meetings. Regular meetings of the Board of Directors will be conducted at least 4 times a year and at a time and place determined by the Board of Directors and notice of the time and place of such regular meetings shall be given in the manner herein provided. Special meetings of the Board of Directors may be called at any time by the Commodore, by their designee, or by their replacement, or on the petition of three members of the Board of Directors given to and acknowledged by the other members of the Board of Directors at least seventy-two hours prior to the meeting.
Quorum
1. Membership Quorum. A quorum shall be established for the annual or any special meeting of the membership. The quorum shall consist of at least 33% of the voting membership for that calendar year unless otherwise provided in the Articles of Incorporation or in the bylaws.
2. Board Quorum. A quorum shall be established for all the board meetings that call for a vote. The quorum shall consist of at least 50% of the board members in office. The board may, to the extent permitted by law, vote on corporate matters by telephone, fax or e-mail when waiver and consent is received and circumstances warrant action sooner than the next scheduled regular meeting of the Board of Directors. Directors may not attend or vote by proxy.
Telephone Conferences. A Director may participate in a meeting of Directors by a conference telephone or similar communication equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
Conduct of Meetings. All meetings shall be presided over by the Commodore. The Secretary or, in their absence, a person chosen at the meeting shall act as Secretary of the meeting. Meetings shall be conducted under rules established by the membership and Board where such rules have not been established in accord with the most recent edition of Robert’s Rules of Order consistent with these bylaws, Articles of Incorporation or with the Constitution of the United States.
Persons Eligible to Vote. No dues paying Director whose membership dues are more than twenty (20) days past due may vote in any board meeting or special meeting of the members. No dues paying member whose dues are not current may vote in any annual meeting.

ARTICLE VI: Officers

President (“Commodore”). The Commodore shall be the chief officer of the Corporation and shall preside at all meetings of the Board of Directors and at meetings of the membership. The Commodore shall, subject to the approval of the Board of Directors, appoint the chairman of all standing committees; shall, with the Treasurer, sign all contracts and obligations authorized by the Board of Directors; shall, subject to the approval of the Board of Directors, appoint legal counsel. The Commodore shall be a member ex officio with a vote, of all standing committees.
Senior Vice-Commodore. The Senior Vice-Commodore shall perform all the duties of the Commodore in the event of the absence or inability of the Commodore to act, or in the event of a vacancy in that office.
Education Vice-Commodore. The Education Vice-Commodore shall perform all the duties of the Senior Vice-Commodore in the event of the absence or inability of the Commodore to act, or in the event of a vacancy in that office. The Education Vice-Commodore shall be on the Education Committee.
Racing Vice-Commodore. In the event of the absence or inability of the Education Vice-Commodore to act or in the event of a vacancy in that office, he/she shall perform all the duties of the Senior Vice-Commodore. The Racing Vice-Commodore shall be on the Race Committee
Harbormaster. The Harbormaster shall be chairman of the Harbormaster Committee and shall be assistant chairman of the Race Committee.
Secretary. The Secretary shall issue notice of all meetings of the membership and the Board of Directors, although such notice shall not be required for such meetings duly announced at the preceding meeting unless such written notice is required elsewhere in the Articles of Incorporation or in these By-laws: shall send written notices of resignation to board members who have been absent from two consecutive meeting without adequate explanation; shall send out all membership termination notices; shall attend all board and membership meetings and keep the minutes; shall handle all general correspondence of the corporation, and shall perform all such duties as are incident to the office.
Treasurer. The Treasurer shall be the financial officer of the Corporation and shall have custody and control of its funds; shall have authority to open bank accounts in the name of the Corporation and sign checks and drafts and other papers requiring the payment of money, and shall perform such other duties as may be authorized and directed by the Board of Directors from time to time; shall cause all debts and obligations of the corporation to be paid, upon verification of the person or persons authorizing the indebtedness; shall keep an account of all receipts and disbursements, which shall be open for inspection by the Board of directors at all times; and shall furnish an annual statement of all receipts and disbursements of the Corporation at each annual meeting of the membership.
Immediate Past Commodore. Shall have duties as directed by the Board or otherwise described in these bylaws.

ARTICLE VII: Committees

Committee Appointments. The Commodore shall appoint committees to serve the purposes of the Corporation and shall appoint the chairman of each committee, subject to the approval of the Board of Directors. Committee chairman shall be appointed with consideration of the appointees’ capability, availability, and willingness to fulfill the responsibilities and duties of the appointment. The chairman of each committee, in consultation with the Commodore shall select his committee members. The term of committees shall be from their appointment until their replacement through the installation of their successors at the first meeting of the successor committees. All committee recommendations shall be forwarded to the Board of Directors for approval.
Education Committee. The Education committee shall consist of the chairman, the Education Vice-Commodore and as many other members as may be found necessary to discharge the duties of the committee. The committee shall plan, enroll and instruct educational sailing courses and shall generate & organize events to expose the general public to the sport of sailing.
Race Committee. The Race committee shall consist of the chairman, the Racing Vice-Commodore and as many other members as may be found necessary to discharge the duties of the committee. The Harbormaster’s committee may be designated alternates to the race committee. Any member of the corporation may temporarily serve on the race committee upon the designation of the acting race committee chairman for the purpose of conducting races. The race committee shall plan the race schedule, submit the schedule to the Board of Directors and the membership for approval prior to May 1st, shall set the conditions for open, handicap, class and other competitions; shall record and score the competitions; and shall advise the membership of race results.
Publicity Committee. The Publicity committee shall consist of the chairman and as many other members as may be found necessary to discharge the duties of the committee. The committee shall generate sufficient publicity in the news media to aid the growth of the Corporation through new membership through enrollment in the sailing courses, and through public notice of the other programs and events of the corporation. The publicity chairman shall maintain close liaison with the History committee.
Harbormaster Committee. The Harbormaster committee shall consist of the chairman who shall be the Harbormaster and as many other members as may be found necessary to discharge the duties of the committee. The committee shall work closely with the race committee; shall supervise the placement and maintenance of all anchors, marks, and buoys; shall supervise, inspect, and have the right to reject any anchorage in the fleet; shall maintain the docking and launching facilities of the corporation; and shall arrange the transportation and storage of the corporate property which has been placed in the committee’s charge.
Membership Committee. The Membership committee shall consist of the chairman and as many other members as may be found necessary to discharge the duties of the committee. The committee shall recommend approval to the Board of Directors all requests of membership to the Corporation. The committee shall maintain the membership information.
History Committee. The History committee shall consist of the chairman and as many other members as may be found necessary to research and record the history of the Corporation and its predecessor organizations. The committee shall maintain close liaison with the Publicity committee.
Site Committee. The Site committee shall consist of a chairman and as many other members as may be found necessary to discharge the duties of the committee. The committee shall be charged with the development and execution of short and long term plans of development of the corporate real property subject to the approval of the Board of Directors and of the membership.
Safety Committee. The Safety Committee shall consist of the chairman and as many other members as may be found necessary to discharge the duties of the committee. The committee shall be charged with seeking ways to improve safety at the club site and at all club functions.
Events Committee. The Events Committee shall consist of the chairman and as many other members as may be found necessary to discharge the duties of the committee. The committee shall plan the entertainment programs for the membership. The chairman shall co-ordinate with the Board of Directors and the chairman of the several committees.
Nominating Committee. The Nominating committee shall consist of the chairman and four other members whose duty it shall be to set up a slate of candidates for annual election. Prior to announcement of the slate of candidates the Nominating Committee shall report to the Board of Directors the qualifications of the candidates and with the approval of the Board of Directors shall then determine the candidates’ availability and willingness to be placed in nomination and to serve in office if elected.
Fund Raising Committee. The Fund Raising committee shall consist of the chairman and as many other members as may be found necessary to discharge the duties of the committee. The committee shall supervise all fund raising activities within the corporation.
Boat Committee. The Boat committee shall consist of the chairman and as many other members as may be found necessary to discharge the duties of the committee. The committee shall maintain and improve the yachts and boats of the corporation.
Facility Committee. The Facility committee shall consist of the chairman and as many other members as may be found necessary to discharge the duties of the committee. The committee shall maintain and improve all facilities of the corporation.
Technology Committee. The Technology committee shall consist of the chairman and as many other members as may be found necessary to discharge the duties of the committee. The committee shall maintain and improve the communication technology utilized by the corporation.
Ad Hoc Committee. The Ad Hoc Committee shall consist of the chairman and as many other members as may be found necessary to discharge the duties of the committee. The committee shall have duties as directed by the Board on an as needed basis.

ARTICLE VIII: Management

Powers. The Corporation shall have all powers not prohibited by law which are necessary, proper or reasonable for carrying out the purposes of its creation as set forth in the Article of Incorporation. Management shall be vested in the Board of Directors with full power and authority to carry out the affairs of the Corporation and to exercise leadership in raising and exploring purposes, programs and policy for approval by the membership; and provided further that no sale, lease, exchange, mortgage, pledge or other disposition of any real property of the club can be made unless: (1) approved at a meeting of the membership by a vote of 2/3 of the Voting Members present, and (2) for which meeting a quorum shall consist of a minimum of ½ of the total Voting Membership.
Corporation Debt. The highest amount of indebtedness or liability to which the corporation may be subject by the Board of Directors, is two thousand ($2,000). The membership, by 2/3 affirmative vote of a quorum properly established at any meeting of the membership may approve incurring any amount of indebtedness as the membership sees fit.
The membership fee shall be set annually by the Board of Directors. Charges which may be made for fees, services rendered or supplies furnished to the members of the Corporation by the Corporation shall be determined by the Board of Directors and approved by the membership.
Legal counsel shall be appointed by the Commodore with the approval of the Board of Directors. All matters involving interpretation of the laws and Constitution of the United States, local ordinances, and tax questions shall promptly be referred to counsel for opinion and advice. By-Laws and subsequent amendments may be submitted to legal counsel for approval before adoption.
Surplus funds accruing from the operation of the corporation shall be disposed of by placing such portion thereof as the Board of Directors may determine in the fund to be known as “surplus” and withdrawals from this fund shall be made only on authority from the Board of Directors.

ARTICLE IX: Rules and Procedures

The Rules and Procedures of the Alaska Sailing Club regulations will describe acceptable and unacceptable behavior while on the Corporation’s property. The Rules and Procedures of the Alaska Sailing Club regulations will be updated as needed by the Board of Directors, and such changes will take effect upon the affirmative vote of 2/3 (two thirds) of the voting membership present at the annual meeting.

ARTICLE X: Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of membership meetings and the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.

ARTICLE XI: Fiscal Year

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XII: Waiver of Notice

Whenever any notice is required to be given under the provisions of the Act of the State of Alaska or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such a notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII: Dissolution

No member, director or officer shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation or the winding up of its affairs. Upon the winding up or dissolution of the Corporation, the assets of the Corporation remaining after payment of, or provision for payment of, all debts and liabilities of the Corporation, shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XIV: Amendments

These Bylaws may be amended by the affirmative vote of 2/3 (two/third) of the voting members present at a meeting called for the purpose of amendment changes and for which meeting a quorum shall consist of a minimum of 33% of the total Voting Membership.

The foregoing Bylaws of the Alaska Sailing Club duly adopted, effective immediately, at a duly constituted meeting of the membership of Alaska Sailing Club this 29th day of October 2016.

Lori A. Verbrugge
12/08/2016
Secretary

WITNESSETH:

Matthew Flickinger
12/08/2016
Commodore