Lake Angelus Yacht Club, Inc. Bylaws
Modified and Adopted 8/29/2021
Article I Organization
This organization shall be known as the Lake Angelus Yacht Club (hereinafter referred to as LAYC) and is incorporated under the State of Michigan laws as a not-for-profit 501(c)(7) social organization.
Article II Purposes and Objective
Section 1: This club is organized for pleasure, recreation, community sailing, boating safety and other non-profitable purposes.
Section 2: The purpose of LAYC is to promote fellowship, attract interested individuals to the sport of sailing, develop individual boating skills, and to
facilitate the interaction of its members through social events and other recreational activities. The club will promote safety as the number one priority during all activities and will not participate in or sponsor any activity that is not consistent with the principles of basic safety considerations.
Article III Membership
Section 1: Membership of this Club shall be open to any Lake Angelus resident or property owner without regard to race, color, religion, gender, sexual orientation, national origin, age, disability, genetic information, marital status, amnesty, or status as a covered veteran in accordance with applicable federal, state and local laws.
Section 2: No lapsed member shall be eligible to hold office, entitled to vote, nor to participate in club activities.
Section 3: Membership shall not be transferable.
Section 4: Member privileges shall be extended to the spouse and any minor children of a member in good standing. The family membership shall be entitled to one vote, except when two married spouses are elected to the Board of Directors, they shall have two votes (one vote each) only on Board of Director matters.
Section 5: Youth Membership (less than 18 years of age) with parental consent, and Collegiate Membership (less than 24 years of age and a full time student), shall be available to the children of any current Lake Angelus resident or property owner with the same rights and privileges as an adult member, except that these memberships shall not be entitled to a vote.
Section 6: Active voting members, for the purpose of consideration under the IRS Guidelines for a 501(c)(7) and for the purpose of conforming to Lake Angelus City Ordinances, shall all be considered to be pro rata owners of all LAYC assets, specifically any LAYC sailboats. As membership in the LAYC is specifically restricted to Lake Angelus residents and property owners, it can therefore be shown that all LAYC assets are indirectly owned by LAYC residents and property owners.
Article IV Fees, Dues and Donations
Section 1: Membership dues as determined by the LAYC Board of Directors shall be payable on an annual basis from January 1st through December 31st.
Section 2: Any member not paying dues within sixty days (60) of the beginning of a new year after invoice shall be notified by the treasurer by email or in writing. Failure to pay within ninety days (90) of notification will result in the member being considered lapsed and he/she will be notified by the Commodore in writing that his/her rights and privileges have been terminated.
Section 3: Donations shall be accepted and may be earmarked for specific use: otherwise, donations will be included in the general fund
Article V Board of Directors
The affairs and property of this organization shall be managed by the Board of Directors. The officers of the Club shall consist of its Board of Directors. The Board of Directors shall be empowered to make any decision, within the constraints of the approved budget, as would benefit the membership of this Club, except to incur indebtedness which must be approved by a three-fourths (3/4) vote of a quorum consisting of forty percent (40%) of the membership in good standing.
Article VI Officers and Method of Electing
Section 1: The officers of the Club shall consist of Commodore, Vice Commodore, Rear Commodore, Secretary, Treasurer, Fleet Captain, and Race Captain
Section 2: Officers will be elected at the 4th quarter General Membership meeting and shall hold office for three years. During the month of August, the membership committee shall nominate a candidate for each office who has indicated his or her willingness to accept the nomination. The proposed slate of officers will be presented to the Board of Directors. The Club membership will be notified by email, or in writing of the nominations. Other nominations may be made at this time by any member of the Club (orally, by email, or in writing), but the nominations must be made prior to the start of elections during the 4th quarter General membership meeting. Vacancies in unexpired terms of Board of Director members shall be filled by the Commodore with the approval of the remaining Board members. Such replacements will serve the remainder of the term of office. If the Commodore is unable to complete his/her term of office the Rear Commodore will assume the position of Commodore and complete the current term. The new Commodore will appoint a new Rear Commodore (with
approval of the remaining Board Members) to serve only the remaining term of office. Any Board member who is absent from two board meetings without prior notification to the Commodore will be considered inactive and to have resigned as a Board member.
Article VII Officers’ Duties
Section 1: It shall be the duty of the Commodore to preside at board meetings and general membership meetings. He/she shall serve as ex-officio member of all committees except the Nominating Committee. In addition the Commodore: Follows the LAYC Charter and By-Laws to ensure compliance with non-profit tax status. Sets agenda for board and general membership meetings. Generally requires members to request to be put on the new/old business agenda in advance of the meeting to ensure a proper amount of time is allotted for debate. Generally uses Robert’s Rules of Order to hold board and general membership meetings. Ensures programs are scheduled for the year calendar. Maintains: LAYC Charter, LAYC BY-Laws, Community Sailing Program guidelines, Guidelines (boating safety & qualifications) for use of club owned boats. Submits financial requests to the board and LAYC members. Selects and presents the Commodore Service Award.
Section 2: It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of his/her duties and to officiate in his/her absence. In addition the Vice Commodore: Is the nominating committee chair for selection of the board member slate of officers for the new year. Is chairman of the membership committee: Mails or provides membership applications to prospective members. Promotes membership increases. Maintains secure membership roster with contact numbers, email address, boat type and name and will e-mail a copy to the membership as needed.
Section 3: It shall be the duty of the Rear Commodore to assist the Commodore or the Vice Commodore in the discharge of their duties and to officiate in their absence. The rear commodore organizes, promotes and manages land based aspects of LAYC.
Section 4: It shall be the duty of the Secretary to take, maintain, and submit for approval or amendment, minutes at board meetings and general membership meetings. He/she will submit a copy of the minutes to the Commodore for historical filing. Copies of the minutes are available to the membership upon request. In addition the Secretary: Is the Chairperson of the Publicity Committee.
Section 5: It shall be the duty of the Treasurer to have custody of the Club funds and accounts and prepare a statement of financial condition of the Club for each board meeting and meeting of the general membership for amendment and approval. He/she will submit a copy of the report to the Commodore for historical filing. Copies of the financial statements are available to the membership upon request. In addition the Treasurer: Keeps books on all transactions and donations. Pays all obligations approved on the budget with a submitted receipt of expenditure. Posts budget on the LAYC website. Collects membership dues annually. Send notice of delinquency by email. Notifies Commodore to call members to encourage continued membership. Notifies Commodore to send dropped member letters. Notifies the Commodore of amount donated and name and address of donors. Maintains separate ledger for: General Fund and Special Funds. Submits proper forms and/or audit of the books completed by an independent CPA when necessary for IRS required filing.
Section 6: It shall be the duty of the Race Captain to organize the club racing programs: In addition the Race Captain: Sets race schedule for the New Year in December. Facilitates the placement and removal of the race course buoys each season. Assigns members for safety/race committee commitments for the upcoming year at the annual meeting for scheduled races. Acquires and presents racing trophies at the General Membership meeting. Maintains LAYC Sailing Instructions. Maintains race captain Score sheets, Hand-held start horn, flags, course cards, Notice boards, Bull horn; Guidelines for membership use of LAYC owned and borrowed boats program. Protest Committee, when necessary, is generally chaired by the safety/race committee designee.
Section 7: It shall be the duty of the Fleet Captain to organize, plan, facilitate, and assist in the general maintenance of the LAYC fleet of vessels.
Article VIII Meetings and Agendas
Section 1: General membership meetings will be held annually.
Section 2: A special board meeting may be called by the Commodore at any time or at the request of any six members. Board meetings will be held at least annually.
Section 3: The Commodore will specify the purpose of each meeting and establish an agenda which will include starting and completion times for the meetings.
Section 4: Any member can submit issues he/she wishes to have the Board consider by calling/writing the Commodore and requesting that the issue be added to the next Board meeting agenda.
Article IX Standing Committees
Section 1: The standing committees shall be Yacht Dogs, Memorial Day Pig Roast, Golf Event, Membership, and Merchandising. Each chairperson may appoint members to his/her Committee. The Commodore may appoint additional standing committees and/or special Committees as the Board shall direct.
Article X Amendments
Section 1: Amendments may be made to these by-laws with approval by the majority of the Board.
Article XI Budget
Section 1: The Board will prepare an annual budget of operating funds. Adoption of the annual budget shall require approval of the majority of board members. Once adopted the budget will be made available to the general membership. Any additional expenditure not included in the budget will also require approval of the majority of the board. Proceeds of the sale of donated boats, revenues from sailing programs, or fundraisers, shall be used in accordance with the long term asset management plan and operational costs of the program.
Section 2: To protect cash assets, operating funds will be maintained separately (through the budget process) from funds retained for specific projects. Commitment of specific project funds will require approval of the General Membership.
Section 3: The proposed use of funds accrued during fund raising events will be stated prior to beginning the fund raising event.
Article XII Termination of Membership
Section 1: All types of membership shall be terminated by death, resignation, or expulsion, though in the case of family membership, the membership shall continue for all surviving members who do not resign and are not expelled. Failure to pay the dues for any membership will terminate said membership. A member may be expelled or may be suspended for any period of time by a vote of two-thirds (⅔) of the members of the Board of Directors for conduct grossly detrimental to the LAYC.
Article XIII Indemnification of the Board of Directors
Section 1: The LAYC shall indemnify any person who is serving or has served as a member of the Board of Directors (hereinafter an “Indemnified Person”) against all expenses and liabilities, including attorney’s fees, reasonably incurred or imposed upon such Indemnified Person in connection with any proceeding to which such Indemnified Person may be a party, except in such cases where the Indemnified Person is adjudged guilty of willful misfeasance, malfeasance, negligence, or derelict in the performance of duties.
Article XVI Dissolution
Section 1: The LAYC shall be able to be dissolved at any time by a two-thirds (⅔) majority vote of the Board of Directors.
Section 2: In the event of such dissolution all LAYC assets shall be liquidated and any proceeds shall be distributed pro rata among all active voting members at the time of dissolution.