By-Laws
CORINTHIAN YACHT CLUB
OF SAN FRANCISCO
BY‑LAWS
(As Revised November 9, 2007)
ARTICLE I: NAME
This corporation shall be known as the Corinthian Yacht Club of San Francisco.
ARTICLE II: PRINCIPAL OFFICE
The principal office for the transaction of the business of this Corporation is hereby fixed and located at the premises of the Club at Belvedere, California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another as may be convenient or necessary to the conduct of the Club's business and affairs.
ARTICLE III: PURPOSES
The purposes for which this Corporation is formed are: to foster and encourage Corinthian yachting; to advance, promote and improve the mechanical arts and sciences as applied to the drafting of plans for, and the modeling and building of, boats, yachts, and other vessels; and to promote and increase the efficiency of its members and others in the science of navigation and the art of handling and sailing yachts and other vessels.
ARTICLE IV: SEAL
The Club shall have a seal with the designation and circumference, "CORINTHIAN YACHT CLUB, SAN FRANCISCO, CAL." and in the center, "Incorporated Jan. 29, 1886."
ARTICLE V: FLAGS AND SIGNALS
Section 1. Club Signal: The distinguishing signal of this Club shall be a pointed flag; its form that of a triangle, with a base two‑thirds (2/3) of its length. The device shall be a red triangular field erected from the entire base of the flag, with an altitude of one‑third (1/3) the length of the flag, and having within it a five‑pointed white star proportionate to the field. The remainder of the flag shall consist of a central white stripe, in width one‑sixth (1/6) of the flag base, running to the point of the flag and bordered by two blue triangular stripes, completing the whole.
Section 2. Officers, Owners and Members Flags and Insignia: Flag officers, owners and members should display distinguishing flags and wear distinguishing insignia in accordance with the accepted yachting practice and etiquette. The Board of Directors may prescribe‑detailed Club regulations governing flags, signals and insignia.
ARTICLE VI: MEMBERSHIP
Section 1. General: The membership of the Club shall consist of those persons who possess an interest in implementing the purposes set forth in Article III, and who have been elected to a class of membership in accordance with Article VII of those By‑laws.
Section 2. Classes of Membership: The Membership shall consist of the following classes: Regular, Junior, Non‑resident, Life, Race, Crew, Associate, Honorary, and Special Associate. As set out in Section 4, Regular, Non-Resident, and Life memberships may be held individually or Spousally.
Section 4. Regular Members: Regular members shall be persons who have been elected to membership and who are twenty‑one years of age or more.
Section 3. Individual and Spousal Membership: Memberships are held by the individual named as the member, except that Regular, Non-Resident, and Life memberships may be held jointly by two married persons as “Spousal” memberships upon request to and approval by the Board. Upon approval, each spouse shall have an equal right to exercise the rights and privileges of the membership and shall be bound jointly and severally by its obligations. Only one voting interest is conferred, and only one set of fees and dues as enumerated in Article VII shall be payable.
Upon the demise of a Spousal member, the membership shall revert to its individual status for the surviving spouse. The surviving spouse may elect to convert the membership to Special Associate Membership as set out in Article 12 upon application to and approval by the Board of Directors.
Upon dissolution of marriage of Spousal members, if both members were previously individual members, their individual membership status shall revert upon notice to the Club. Otherwise, two individual memberships may be established upon application to and approval by the Board of Directors and the payment of a conversion fee equal to the initiation fee that was in effect when membership was originally granted. Upon approval and payment of said fee, each former Spousal member shall have recognition for their original years of membership, as indicated by their original application, and shall thereafter enjoy all the rights and privileges of individual membership in the category for which the member qualifies. Should no conversion fee be paid, only one membership will exist, and only one of the former spouses will enjoy the future rights and obligations associated with membership. In the event of a dispute between former spouses as to the holder of the membership, the Board may suspend the membership until the dispute is resolved.
Persons who qualify for Spousal membership may apply in writing at any time for such status, including at the time of original application for membership. There shall be no transfer fee associated with the changes set out in this section except as explicitly set out here.
Except as provided for in this Article VI, Section 4, all references to Members in these By-laws shall include Spousal Members.
Section 5. Junior Members: Junior members shall be persons who have been elected to membership and who are less than twenty‑one years of age, provided that no person under nine years of age shall be eligible for membership unless a parent of that person is a member of the club.
Section 6. Non‑resident Members: A Non‑resident member shall be a former Regular member whose principal place of residence is fifty (50) statute miles or more in a direct line, and whose boat(s), if any, is (are) regularly berthed or stored fifteen (15) statute miles or more in a direct line, from the Club premises at Belvedere, California.
Section 7. Life Members: A Life member shall be a former Regular member who has maintained his or her membership in the Club for thirty-five (35) years, of which twenty‑five (25) years has been as a Regular member, and who has attained the age of sixty years.
Section 8. Race Members: A Race member shall be a yacht owner or charterer who has been elected to membership and who has enrolled his or her yacht in the Club and actively races said yacht under the auspices of a recognized yacht racing association, exclusively under the burgee of the Club. Such memberships must be renewed annually as provided in Section 14 of this Article VI. As a condition of such renewal, each Race member shall submit to the Membership Committee a written statement executed by the member to the effect that during the previous racing season said member raced in at least one‑half of the championship races in the class or division of the association for which said member was eligible.
Section 9. Crew Members: A Crew member shall be a person who has been elected to membership and who is:
a) A scheduled member of the crew of a Club enrolled sailing yacht, or yachts, which is raced under the burgee of the Club, in a racing program of a recognized yacht racing association, and/or
b) Competes as a crew member of a yacht, or yachts, racing under the Corinthian burgee in a minimum of one-half (50%) of the Friday Night Series of races sponsored by Corinthian Yacht Club in a calendar year, or
c) Serves as a member of the Club’s Race Committee on a minimum of eleven race days, or
d) A combination of the above, equaling the same as 50% of the number of races offered in the Friday Night Series races sponsored by Corinthian Yacht Club in a calendar year.
e) Said Crew member must be able to annually document the above qualifications as attested to by the Captains of said Corinthian yachts or Rear Commodore to qualify for a succeeding years’ Crew Membership, to a maximum of three (3) calendar years, as provided for in Section 14 of Article VI.
Section 10. Associate Members: An Associate member shall be a person who has been elected to membership and whose principal place of residence is fifty (50) statute miles or more in a direct line, and whose boat(s), if any, is (are) regularly berthed or stored fifteen (15) statute miles or more in a direct line from the Club premises in Belvedere, California.
Section 11. Honorary Members: Honorary members shall be persons of distinction who have been elected to this class of membership. There shall be no more than twenty (20) Honorary members on the membership rolls at any one time. Such memberships must be renewed annually as provided Section 14 of this Article VI.
Section 12. Special Associate Members: A Special Associate Member shall be the surviving spouse of a deceased Regular, Junior Adult or Life member in good standing at the time of death, who has been elected to this class of membership, and who has not remarried. Such memberships must be renewed annually as provided in Section 14 of this Article VI.
Section 13. Rights and Privileges of Membership:
a. All classes of membership shall be entitled to the privileges of the Club burgee, clubhouse, and anchorages, and shall be entitled to enter Club events, except that Junior members and guests of Junior members shall not have privileges of the Club bar.
b. Only Regular members shall be entitled to vote, hold office, rent locker or dry boat storage space, use the parking lot, lease or purchase berthing, or hold a position on a waiting list for such purposes, except as provided in Paragraphs c., d., e., and herein.
c. Junior members may rent uncovered dinghy racks.
d. Life members shall be entitled to all the rights and privileges of Regular Membership except the right to hold office.
e. Special Associate members shall be entitled to all the rights and privileges of Regular Membership except the right to vote and the right to hold office.
f. Race members may hold positions on waiting lists for locker space, dry boat storage space, and berthing, but must transfer to Regular Membership before renting such space or leasing or purchasing berthing.
Section 14. Term of Membership:
a. Regular and Life Memberships shall continue until terminated.
b. Junior, Non‑resident and Associate Memberships shall continue until terminated or until the member no longer meets the age or geographical qualifications for his or her class of membership.
c. Race, Crew, Honorary and Special Associate Memberships shall expire at the end of each calendar year. Such memberships may be renewed in November of each year by the Board of Directors, except that Race and Crew Memberships shall be renewed for not more than three one‑year terms, and Special Associate Memberships shall not be renewed if the member has remarried.
Section 15. Transfers between Classes of Membership:
a. Voluntary Transfers; Members may transfer between the various classes of membership when said transfer is deemed to be appropriate and is approved by the Board of Directors. A member requesting transfer must complete and submit to the Membership Committee a transfer application form, and must provide such other information as the Board of Directors may require, including, if requested, a fully completed membership application form.
The posting and approval procedure set forth in Article VII, Sections 3 and 4 of these By-laws shall be followed by the Board of Directors when considering the application of an Associate member requesting transfer to Regular Membership status.
b. Mandatory Transfers: Junior members shall transfer to Regular membership upon attaining the age of 21 years; and Non-resident members shall transfer to Regular Membership when they can no longer meet the geographical qualifications for Non‑resident Membership. Such members shall request transfer at the appropriate time by submitting to the Membership Committee a completed transfer application form. Should no request be submitted, the Board of Directors will cause the appropriate transfer to be made; and dues will be charged as required of the class into which the member is transferred, beginning with the date on which the member should have transferred, less credit for any dues that may have been paid subsequent to the aforesaid date.
Section 16. Assumption of Membership by Surviving Spouse: Upon the death of any member, the surviving legal spouse may a) exercise spousal rights, if a spousal member, under section 4 of this Article VI, b) elect to become a Special Associate Member, under Section 12 of this Article VI, or c.) assume the decedent's class of membership with all its rights and privileges under this Section 16. Memberships which have been assumed under this Section by the surviving spouse, shall terminate upon the death of such spouse and there shall be no further assumption.
Section 17. Sailing Memberships: The Board of Directors shall have the power to establish a Sailing Membership and to fix the dues and fees therefor.
ARTICLE VII: ELECTION OF MEMBERS
Section 1. Proposal of Candidates: Proposal of candidates for membership must be made on such application form as may be prescribed by the Board of Directors, signed by the sponsors, and accompanied by the initiation fee, if any, and such dues and other obligations as may be prescribed by these By-laws or by the Board of Directors. Candidates must be proposed by one (1) Regular or Life member and seconded by two (2) Regular or Life members in good standing who know the candidate personally.
Section 2. Membership Committee Report: The application, properly signed and sponsored, and accompanied by the necessary fees, shall be submitted to the Membership Committee for investigation. If the Membership Committee deems the candidate suitable for membership in the Club, it shall so report to the Board of Directors at the next regular Board meeting following completion of the Membership Committee investigation.
Section 3. Posting: Upon receipt of a favorable report from the Membership Committee, the Board shall consider the said application. If at least four affirmative votes are expressed, and if no two negative votes are expressed by Directors, the application shall be posted on the bulletin board on the Club premises and a notice of said application shall be mailed to each Regular member.
Section 4. Final Approval: The application shall be reconsidered at the next regular meeting of the Board of Directors, but at least twenty days after the posting of the application. If negative votes are not expressed by three Regular or Life members in good standing at such meeting, the applicant shall be elected to membership. Any absent director or Regular, or Life member in good standing may register his vote on such application by mail or email addressed to the Commodore or Secretary, provided that said vote is received prior to final action by the Board of Directors on the application. Upon the payment of any required initiation fees and dues, the acceptance in writing of the By‑laws, and the fulfillment of such other requirements as the Board of Directors may fix, the new member shall be advised in writing of his or her election.
ARTICLE VIII: FEES AND DUES
Section 1. Initiation Fees, Dues and Transfer Fees: Initiation fees, dues and transfer fees shall be as follows,…..
Notwithstanding anything to the contrary contained elsewhere in these by-laws and specifically in Section 2. Changes in Fees and Dues, The Board of Directors shall have the authority to prospectively change the monthly dues by not more than five percent (5%) per annum and not more frequently than once in any calendar year. Notice of any such change in Monthly Dues shall be mailed to all members stating the effective date of any such change and the percentage and dollar amount by which the Monthly Dues have been changed; and this Article VIII, Section 1 shall be amended accordingly.
[Note: Please consult club office for current rates]
Section 4
Section 2. Changes in Fees and Dues: Except as expressly set forth in Article VIII, Section 1 above, changes in the Dues and Transfer Fees shall be made only with the written consent of a majority of those members entitled to vote or by a majority of the votes cast at any annual meeting of the membership. The Board may adopt a new schedule of the Initiation Fees upon thirty (30) days’ notice to the membership, and the Bylaws shall be thus amended. The new schedule of fees shall not apply to a pending application for which the then-current fee has been submitted.
Section 3. Initiation Fees ‑ Installment Payment: At the discretion of the Board of Directors, the initiation fee for Regular members may be paid in installments over a period of not more than one year, provided that not less than one‑third (1/3) of the amount of such initiation fee accompanies the application for membership.
Section 4. Dues & Assessments ‑ Special Associate Members: Dues for Special Associate members shall be two‑thirds (2/3) of the dues for the deceased member spouse's class of membership. Assessments for Special Associate members shall be one‑third (1/3) of the normal assessments of the deceased member spouse's class of membership.
Section 5. Transfer Fees: Except as provided in Section 6, herein, members transferring from one class of membership to another shall pay a transfer fee equal to the initiation fee in effect at the time of application for transfer, applicable for the age of the member for the class into which the member is transferring, less credit for initiation fees previously paid, provided that said credit shall not exceed the applicable initiation fee or the class into which the member is transferring.
Section 6. Transfer Fees not Applicable: Transfer Fees shall not apply, to transfers between the following classes of membership: Junior to Regular, Regular to Life, Regular to Non‑resident, Non‑resident to Regular.
Section 7. Race Members ‑ Additional Transfer Credit: In addition to the credit provided in Section 6 of this Article VIII, Members transferring to Regular Membership shall be granted a credit against transfer fees payable in an amount equal to one‑sixth (1/6) of the applicable initiation fee for each complete season that the member raced his or her yacht in a program of a recognized yacht racing association in accordance with the requirements of Article VI, Section 8. Said additional credit shall not exceed one‑half (1/2) of the applicable initiation fee.
Section 8. Assessments and Other Fees: Assessments and other fees shall be levied only upon the written consent of a majority of those members entitled to vote or by a majority of the votes cast at any annual meeting of the membership. All members, except Junior members, Non‑resident members, Life members, Associate members, and Honorary members, shall be subject to and liable for assessments.
Section 9. Dining Minimum: The Board may, at its discretion, adopt a Dining Minimum. The monthly Dining Minimum amount may vary by class of membership, shall not exceed one-third (1/3) of monthly dues for a given class in a given year, and shall not apply to Junior, Non-Resident, Life, Associate, or Honorary members. The Board shall provide that the Dining Minimum may be used for regular member dining (as opposed to special events) and for such additional expenses, activities or events as the board may specify.
Dining Minimum usage shall be calculated on no less than a three month interval. Unused portions of the Dining Minimum shall revert to the Club’s general fund.
ARTICLE IX: LEAVES OF ABSENCE
Upon good cause being shown and upon the written application of any member setting forth the reasons therefor, the Board of Directors may grant to such member a leave of absence from the Club for a period to be fixed by the Board of Directors and may waive the payment of all or part of the dues and assessments of such member during any such leave of absence. In its discretion, the Board may find illness or financial distress of a member to constitute good cause for the granting of a leave of absence. During such leave of absence, a member may not use the facilities of the Club except as a bona fide guest of a member in good standing. Upon application by such member prior to the expiration of the period for which the leave was granted, the Board of Directors may renew or extend the leave of absence for such period and upon such conditions as the Board may determine.
ARTICLE X: SUSPENSION OF MEMBERSHIP
Section 1. Suspension for Cause: Any member may be suspended at the discretion of the Board of Directors for indebtedness to the Club, for failure to comply with the By‑laws or Club rules and regulations, or for conduct or behavior deemed to be inappropriate by the board of Directors. Such member shall have the right to a hearing before the Board, provided that a written request for such hearing is received within thirty (30) days of the date of the suspension.
Section 2. Forfeiture of Rights and Privileges: Suspended members shall forfeit for the period of the suspension all privileges‑of the Club, including use of the clubhouse, bar, dining room, parking lot, and use of locker and dry boat storage space. A suspended member violating any of the provisions of this section shall be subject to penalties and/or disciplinary action including expulsion, as determined by the Board of Directors at its sole discretion.
Section 3. Accrual of Dues and Assessments: Dues and Assessments shall continue to accrue during the period of the suspension of any membership.
Section 4. Removal of Suspension: The suspension of any membership may be removed and the member restored to good standing by the Board of Directors when the condition which caused the suspension has been remedied.
ARTICLE XI: TERMINATION OF MEMBERSHIP
Section 1. Termination by Resignation: Any member may terminate his membership by resignation, subject to the following conditions: all resignations must be made in writing, addressed to the Board of Directors; no resignation from membership shall be accepted or shall take effect until all indebtedness from the member resigning has been paid or until the payment thereof has been secured to the satisfaction of the Board of Directors, but no additional dues or assessments shall accrue in such cases subsequent to the current month within which such resignation is duly filed with the Board of Directors.
Section 2. Termination by Death: All memberships shall terminate upon the death of the member, except as provided in Article VI, Section 16, of these By‑laws.
Section 3. Termination by Expulsion: Notwithstanding any provision of these By‑laws establishing the term of any membership, or the expiration thereof, the Board of Directors by majority vote may terminate any membership for indebtedness to the Club, for failure to comply with the By-Laws or Club rules and regulations, or for conduct or behavior deemed to be inappropriate by the Board of Directors; but no such action shall be taken until the member has been furnished with a written statement of the charges preferred against him or her, and has been given at least one (1) week's notice of the time when and the place where his or her termination will be considered by the Board. Every such member shall have the right to appear before the Board and be heard in answer to the charges before final action is taken.
Section 4. Appeal: At any time within thirty days after such expulsion of a member by the Board of Directors, any ten (10) members of the Club may request, by written request addressed to the Board, that a special meeting of the Club be called for the purpose of hearing an appeal from the action of the Board in expelling the member; and thereupon such a meeting shall be called within fifteen (15) days and the appeal from the action of the Board shall be submitted to it. On the hearing of such an appeal it shall require the vote of three‑fourths of the members present at the meeting to reverse the action of the Board of Directors and to restore the member in question to membership.
Section 5. Reinstatement: The Board of Directors shall have the power, but not the obligation to reinstate any former member whose membership has been terminated by resignation while in good standing or by expulsion because of delinquency. However, such action shall not be taken until the signed application for reinstatement, or letter requesting reinstatement, of said former member has been posted on the bulletin board of the Club for fifteen (15) days and until said former member has paid all the dues and charges incurred, or which would have been incurred‑by the member if his or her membership had not terminated, not exceeding the initiation fee and other requirements of a new member in effect at the time of such reinstatement for the class to which the member belonged.
Section 6. Release and Assignment of Rights and Privileges: All interest in and to the property and privileges of the Club of any membership which has been terminated by resignation, expulsion, death, or any cause, shall cease and revert to the Club; and such termination of membership shall operate as a release and assignment to the Club of all rights, title and interest of such membership in and to the property, assets, and privileges of the Club.
Section 7. Terminated Members ‑ Disposition of Personal Property: Persons whose membership has terminated shall promptly remove all personal property from Club premises and surrender any locker or dry boat storage space. Any personal property remaining on Club premises after thirty (30) days from the date of a request to remove said property, sent by certified mail to the last known address of the former member appearing in the Club's records, shall be deemed to be abandoned and shall be sold or otherwise disposed of by the Club. The proceeds of any such sale shall be applied to discharge any indebtedness of the former member; the excess, if any, shall be paid to the former member.
ARTICLE XII: MEETINGS OF MEMBERS
Section 1. Annual Meeting: An annual meeting of the members shall be held at the clubhouse on the second Friday in November of each year at an hour to be designated in the written notice. At least ten days written notice shall be provided to the members before said annual meeting. The annual meeting shall conduct such business as the Board of Directors and members may bring before it, and shall be the time and place for the election of officers and directors for the ensuing year.
Section 2. Regular Meetings: There shall be such regular meetings of the members as the Board of Directors shall designate.
Section 3. Special Meetings: Special meetings of the membership may be called by the Commodore; by order of the Board of Directors; or by petition signed by fifteen (15) Regular Members in good standing, five (5) of whom shall be yacht owners as defined in Article XIV of these By‑laws, which petition shall be filed with the Secretary and shall specify in detail the propositions to be placed before such meeting. At least ten (10) days written notice shall be provided to the members before such special meeting. Said notice shall state in detail the purpose or purposes of the meeting and no business or proposition not specified in said notice shall be considered at any special meeting.
Section 4. Quorum: A quorum for the purpose of conducting any meeting of the membership shall consist of not less than ten per cent (10%) of the Regular members in good standing, but in no event less than twenty‑five (25) Regular members.
Section 5. Classes Entitled to Vote: All classes of members may attend and address Club meetings, but only Regular members and Life members in good standing shall be entitled to vote.
Section 6. Proxy and Cumulative Voting, Voting by Mail: At any annual, regular, or special meeting of the membership, there shall be no voting by proxy and no cumulative voting. Ballots of members entitled to vote at any annual, regular, or special meeting of the membership, who are not present at such meeting, must have been received by the Secretary prior to the related meeting.
ARTICLE XIII: GOVERNMENT OF THE CLUB
Section 1. Government and Management: The government and management of the Club, including the control of its property, the enforcement of its By‑laws, rules and regulations and the preservation of order, except as herein expressly reserved to the members of the Club, shall be vested in the Board of Directors.
Section 2. Board of Directors: The Board of Directors shall consist of ten (10) members: the Commodore, Vice Commodore, Rear Commodore, Port Captain and six (6) other directors.
Section 3. Elected Officers: The elected officers of the Club shall be the Commodore, Vice Commodore, Rear Commodore, and Port Captain, who shall be elected at the annual meeting and shall hold office as officers and directors until election of their successors at the next annual meeting following their election.
Section 4. Other Directors: The Board of Directors shall include six (6) directors who are not officers. Three (3) such directors shall be elected at each annual meeting to serve two (2) year terms. Additional directors shall be elected at each annual meeting for one (1) year terms as are necessary to fill the remaining year of any director seats which may have become vacant.
Section 5. Appointed Officers: The appointed officers of the Club shall be the Secretary and the Treasurer who shall be appointed by the Board of Directors at its organizational meeting following the annual meeting. The Board of Directors may appoint such other officers as in its judgment may become necessary from time to time. Appointed officers shall serve until the date of the next annual meeting. Any elected officer or director may be appointed to an appointive office by the Board of Directors.
Section 6. Commodore: It shall be the duty of the Commodore to command the Club fleet and to preside at all meetings of the Club members. The Commodore shall be Chairman of the Board of Directors and shall preside at all meetings of that body. The Commodore shall act as chief executive of the Club. He or she shall have the power to call special meetings of the Board of Directors or Club members for any purpose and to make and sign contracts and agreements in the name of and on behalf of the Club with the approval of the Board of Directors and the counter signature of the Secretary. When the Board of Directors is not in session, he or she shall have general management and control of the affairs of the Club. The Commodore shall generally do and perform all acts incidental to the office of president of a California corporation, and which are authorized or required by law.
Section 7. Vice Commodore: It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of his duties, and in his absence or in the case of vacancy in the office of the Commodore, to act as Commodore. Under the direction of the Commodore and Board of Directors, the Vice Commodore shall be responsible for all operations of the Club office, bar, dining service and galley, and for the employment of all employees engaged therewith. He or she shall appoint and chair the House Committee; he or she shall appoint the Entertainment Committee and the chairman thereof, and shall supervise the activities of that committee.
Section 8. Rear Commodore: It shall be the duty of the Rear Commodore to assist the Commodore in the discharge of his duties, and in case of absence or vacancy in the office of Commodore and Vice Commodore, to act as Commodore. Under the direction of the Commodore and Board of Directors, the Rear Commodore shall direct the racing and cruising activities of the Club. This shall include the supervision and maintenance of the Club’s shoreboat and sailboats. He or she shall appoint the Race, Cruise, Junior Sailing and Race Promotion Committees and the chairmen thereof, and shall supervise the activities of those committees.
Section 9. Port Captain: It shall be the duty of the Port Captain, under the direction of the Commodore and Board of Directors, to exercise general supervision of the Club properties and the maintenance thereof and he or she shall be responsible for the employment of all employees engaged therewith. The Port Captain shall appoint and chair the Port Committee and shall supervise the activities of that committee.
Section 10. Secretary: It shall be the duty of the Secretary to:
a. Have custody of the Club Seal.
b. Keep a true record of the proceedings of the Club in a book provided for that purpose.
c. Keep a correct roll of all the members of the Club.
d. Keep a correct list of the ownership, name, dimensions, type, and rig of yachts enrolled in the Club in accordance with the regulations as to enrollment made by the Board of Directors.
e. File all documents, records, reports, and communications connected with the business of the Club.
f. Notify each member elected of his election, and upon his becoming a member, furnish him with a copy of the Club By‑laws and a burgee.
g. Notify each director of each Board of Directors meeting and each member of each meeting of the membership.
h. Cause the necessary books and papers to be in readiness at the place of any meeting which he is unable to attend.
i. Keep a correct list and chart of all private signals which may be registered with him by the members.
j. Perform such other duties as may be prescribed by the By‑laws or which may be prescribed from time to time by the Board of Directors.
Section 11. Treasurer: It shall be the duty of the Treasurer to:
a. Receive all moneys belonging to the Club and disburse the same under the direction of the Board of Directors.
b. Make, at each monthly meeting of the Board of Directors or whenever called upon by the Board, a report of his receipts and disbursements, together with a statement of the amount of money then in his custody, with proper vouchers.
c. Have custody of all the funds of the Club, which he shall deposit and keep to the credit of the Club with the bank or banks designated by the Board of Directors.
d. Keep proper account books and discharge such other duties pertaining to the accounts of the Club and its funds as are prescribed by the Board of Directors.
e. Serve as a member of the Finance Committee.
Section 12. Vacancies in Office: Should a vacancy occur in any elective or appointive office or in any director seat, it shall be filled by the Board of Directors from the Regular members of the Club. The member so appointed shall serve until the date of the next annual meeting.
Section 13. Forfeiture of Office: Any officer or director of the Club who shall be absent from three (3) consecutive meetings of the Board of Directors without rendering a sufficient reason for his absence shall be subject to forfeiture of office upon action by the Board of Directors.
Section 14. Compensation of Officers and Directors: No officer or director of the Club is to receive any compensation or special privilege.
ARTICLE XIV: ELECTION OF OFFICERS AND DIRECTORS
Section 1. Nominating Committee: The Board of Directors shall, not later than July 1 of each year, appoint from the Regular and Life membership of the Club a Nominating Committee consisting of a chairman and four (4) members, and such alternates as the Board may designate. No incumbent officer or director shall be appointed to the Nominating Committee.
Section 2. Nominating Committee Report: The Nominating Committee shall report to the Secretary of the Club, not later than October 1, its nominations for all of the offices and director seats which are to be filled at the annual election. A majority vote of the committee shall be required to nominate. The report shall be signed by the committee members who concur with its conclusions.
Section 3. Posting and Mailing of Report: A copy of the report of the Nominating Committee, including the names of the committee members who signed it, shall be posted on the bulletin board of the Club within five (5) days after the Nominating Committee has reported to the Secretary, and mailed to each member of the Club entitled to vote at least (30) days before the scheduled date of the Annual Meeting. Such mailing shall include a ballot form listing all nominations by the Nominating Committee for each office and/or directorship.
Section 4. Nominations by Petition: Other nominations may be made by petition of ten (10) Regular members, provided such petition is filed with the Secretary of the Club not less than twenty one (21) days prior to the election. Within five (5) days of the receipt of such petition or petitions, the Secretary of the Club shall post a copy of the petition or petitions on the bulletin board of the Club, and concurrently shall mail to each member of the Club who is eligible to vote a written notice of all nominations made by petition. Such mailing shall include a ballot form listing all nominations by petition and by the Nominating Committee for each office and or directorship.
Section 5. Conduct of Election: At the annual meeting of the Club, to be held on the date specified in Article XII, the election of officers shall be conducted by secret ballot; provided, however, that in the event that any elected office is uncontested, by motion duly made and seconded, the Secretary may be instructed to cast a unanimous ballot for such office.
In the event any elected office is contested, ballots from members eligible to vote, which are received by the Club Secretary by mail or other means prior to the counting of votes at the meeting, shall be considered valid.
At such annual meeting the Commodore shall appoint a teller committee, consisting of five (5) Regular members, to count the ballots (in the event the election is held by balloting) and to report to the meeting the results of the election.
Section 6. Eligibility ‑ Service on Board: No member shall be eligible for election to the office of Commodore, Vice Commodore, or Rear Commodore without having served one (1) year as a member of the Board of Directors.
Section 7. Eligibility ‑ Yacht Ownership: The Commodore and five (5) additional directors shall be yacht owners at the time of the election.
Section 8. Electronic Communications: The Board may provide rules by which a member may elect to receive all communications described in this Article XIV, Article XXIV (“AMENDMENTS”) and article XXV (“WRITTEN CONSENT AND ABSENTEE VOTES”)
by digital electronic means such as e-mail, in compliance with governing law. The Board may further provide means by which members may cast votes on such matters electronically, provided such votes are otherwise consistent with these Bylaws.
For the purposes of this section and all other sections of these By‑laws, a yacht shall be defined as any sailing or motor propelled vessel with an overall length of not less than sixteen (16) feet which is used principally for pleasure.
ARTICLE XV: REMOVAL FROM OFFICE
Any officer or director of the Club may be removed from office by an affirmative vote of not less than three‑quarters (3/4) of those members who are present and entitled to vote at a special meeting called for that purpose, provided a quorum be present.
ARTICLE XVI: MEETINGS OF DIRECTORS
Section 1. Place of Meeting: Meetings of the Board of Directors shall be held at the clubhouse, or at any other place which may be designated in the notice of the meeting or by resolution of the Board.
Section 2. Regular Meetings: Meetings of the Board of Directors shall be held monthly without call, at such time as shall be designated by the Board. Notice of regular meetings of the Board may be dispensed with if the meetings are held at the usual time and place.
Section 3. Special Meetings: Special meetings of the Board of Directors may be called at any time for any purpose or purposes by the Commodore, Vice Commodore, or by any three directors. Written notice of the time and place of any such special meeting shall be mailed to each director at his address as it is shown in the Club records at least four (4) days prior to the date of the meeting, or shall be delivered personally, by telephone or email at least forty-eight (48) hours prior to the holding of the meeting. Such mailing, personal delivery, telephoning or emailing of notice as provided herein shall be due, legal and personal notice to such director.
Section 4. Entry of Notice: Whenever any director has been absent from a special meeting of the Board of Directors, an entry in the minutes to the effect that said notice has been duly given shall be conclusive and incontrovertible evidence that due notice of said special meeting was given to said director, as required by law and by these By‑laws.
Section 5. Waiver of Notice: The transactions of any meeting of the Board of Directors, however called and noticed, or wherever held, shall be as valid as though held at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present sign a written waiver of notice, a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 6. Quorum: A quorum of the Board of Directors shall be five (5) members; provided, however, that when only five (5) members are present no motion or resolution except for adjournment, shall be adopted without a unanimous vote.
Section 7. Adjournment: A majority of the directors present, whether or not a quorum is present, may adjourn any Board of Directors meeting to another time and place. If the meeting is adjourned for more than twenty‑four (24) hours, notice of the adjournment to another time and place shall be given prior to the new time of the adjourned meeting to the directors who were not present at the time of the adjournment.
ARTICLE XVII: COMMITTEES
Section 1. Appointment: Committees and the chairmen thereof shall be appointed by the Commodore or such other officer as may be designated by these By‑laws. All such appointments shall be approved by the Board of Directors.
Section 2. Standing Committees: The following standing committees, each consisting of not less than three (3) members, shall be appointed as soon as possible following the annual election: Port, Race, Entertainment, Membership, House, Finance, Cruise, Junior Sailing, Race Promotion, Facilities Planning, History and Artifacts, Lands and Property, Endowment, Long Range Planning, and Harbor Management.
Section 3. Port Committee: The Port Committee shall assist the Port Captain in the supervision of maintenance of Club facilities, storage, waiting lists therefor, the Officer of the Day program, and all other matters concerning the Club facilities over which the Port Committee has jurisdiction.
Section 4. Race Committee: The Race Committee shall supervise and control all regattas conducted by the Club. The committee shall appoint from the members of the Club the necessary officials to act at all regattas.
Section 5. Entertainment Committee: The Entertainment Committee shall have charge of the social affairs of the Club.
Section 6. Membership Committee: The Membership Committee shall investigate all applicants for membership in the Club and report its conclusions thereon to the Board of Directors as prescribed in these By‑laws.
Section 7. House Committee: The House Committee, of which the Vice Commodore shall be Chairman, shall assist the Vice Commodore in the discharge of his responsibilities concerning operations of the office, bar, dining service and galley, and shall have the power to recommend for adoption by the Board of Directors, as the committee may deem necessary, rules and regulations concerning use of and conduct of members while using the Club quarters.
Section 8. Finance Committee: The Finance Committee shall be comprised of five (5) members, one (1) of whom shall be the Treasurer. Three of these shall serve three (3) year terms and two (2) shall serve one (1) year terms. The committee shall meet monthly. It shall prepare and submit a proposed budget to the Board of Directors prior to the beginning of the Club’s fiscal year. It shall review all financial matters of the Club, including a review of all disbursements for the previous month, and shall report to and advise the Board concerning said monthly condition. It shall work closely with the Facilities Planning Committee to determine the fiscal impact of all construction / improvement projects within the Club and report these findings to the Board of Directors, along with recommendations to finance these projects.
Section 9. Cruise Committee: The Cruise Committee shall organize and conduct Club cruises. The chairman of said committee shall be designated "Cruising Fleet Captain."
Section 10. Junior Sailing Committee: The Junior Sailing Committee shall organize and conduct an instructional sailing and racing program for juniors.
Section 11. Race Promotion Committee: The Race Promotion Committee shall promote, chronicle and reward yacht racing by Club members. The chairman of said committee shall be designated "Racing Fleet Captain."
Section 14. Lands and Property Committee; The Lands and Property Committee shall be responsible for maintaining all records, surveys, documents and plans affecting the real physical property of the Club and the improvements thereon; and shall provide support services to the Club for all real property matters.
Section 12. Facilities Planning Committee: The Facilities Planning Committee shall be responsible for developing plans for the management and improvement of Club facilities. The Committee shall work closely with the Finance Committee to determine the fiscal impact on the Club of all their recommended projects to improve Club facilities and the prioritization of these projects, and report their findings regarding these projects to the Board of Directors, on a continuing basis.
Section 13. History and Artifacts Committee: The History and Artifacts Committee shall be responsible for locating, cataloging and preserving information and significant artifacts relating to the history of the Club, whether in the Club's possession or in outside repositories, and for preserving any other artifacts of value which may be in the Club's possession.
Section 15. Endowment Committee: The Endowment Committee shall be responsible for managing the endowment fund in accordance with Article XIX, Section 6 of these bylaws. The Endowment Committee shall make recommendations to the Board of Directors as to how the Endowment Fund shall be invested and shall be responsible for administration of the investments.
Section 16. Long Range Planning Committee: The Long Range Planning Committee shall be responsible for developing and maintaining a long-range plan, including at least a twenty-year plan, for all aspects of the Club, subject to Board approval or revision. The committee shall be advisory, shall consult with the responsible committees, and shall report quarterly to the Board on the Committee’s plans and the Club’s progress on such plans. The Committee shall consist of five to eight members selected by the Board for staggered three (3) year terms, plus the General Manager and the immediate past Commodore.
Section 17. Harbor Management Committee: The Harbor Management Committee shall have the responsibility and authority to supervise, manage and direct all matters relating to the harbor, mooring grounds and generally the on-the-water assets of the Club, including but not limited to the following:
a) Assign berths on a first come first served basis for which purpose it shall maintain a waiting list. No person shall be removed or lowered in priority on a waiting list for declining to accept a berth when offered. Priority shall be given to all boats then occupying berths at the time the Committee’s authority commences, except that no boat owned or co-owned by someone who is not a member of Corinthian Yacht Club in good standing, shall be permitted to occupy any berth in the harbor. All berths shall be rented on a month to month basis, but no-one shall be dispossessed of the berth they occupy or which has been assigned to them except for (1) non-payment of charges more than 45 days in arrears; or (2) for consistent violation of rules and regulations. The Committee however, shall always have the right and authority to re-assign berths where, in its opinion, the size and type of boat is unsuitable to the berth it occupies.
b) Establish and enforce such rules and regulations as it deems appropriate for the fair, safe and orderly operation of the harbor, occupancy of berths and use of guest docks, consistent with good maritime practice and in the best interests of the Club.
c) Maintain the harbor in good and safe condition consistent with industry standards and be responsible for the employment of all employees engaged herewith.
d) Cause all harbor revenues and expenses to be accounted for separately by the Club’s general accounting department.
e) Submit annually to the Club’s Board of Directors a proposed maintenance and repair budget for their approval which shall not be unreasonably withheld.
f) Establish berth rental rates to be periodically reviewed but which shall not be less than $7.00 per berth foot per month so long as harbor revenues are pledged to retire any debt specifically relating to the harbor; and which shall not be greater than the average rate charged by the following comparable harbors: San Francisco Yacht Club, Sausalito Yacht Harbor, Kappas Marina, Clipper Yacht Harbor, Marina Green, Pier 39, South Beach Harbor. In the event any of the aforementioned harbors cease to exist, or in the opinion of the Board of Directors are no longer representative for this purpose, then the Board of Directors shall have the right to substitute other comparable harbors.
g) Cooperate fully with the Club with respect to regattas, cruises, sailing programs and generally all such similar matters customarily engaged in by yacht clubs.
h) Generally supervise and direct all activities as are consistent with the management of a well run harbor and consistent with the best overall interests of the Club and its members while respecting the berth occupancy rights of those members who rent berths
The Harbor Management Committee shall consist of five (5) Regular or Life Club members, not less than three (3) of whom shall at any given time, be berth occupants. They shall be appointed by the Board of Directors and shall themselves elect one to serve as chairman. Initially, three (3) of the members shall be appointed to serve two (2) year terms and two (2) shall be appointed to serve a one (1) year term. Thereafter, all appointments shall be for two (2) year terms. Any vacancies arising due to ineligibility or resignation shall be filled by the Board of Directors to serve the unexpired term(s).
To the extent that the duties, authority and/or responsibilities of this Committee, as set forth above, conflict with duties, authority and/or responsibilities of other committees as set forth in these By-laws or as appointed by the Board of Directors, this By-law shall prevail.
Section 17. Special Committees: The Commodore, with the approval of the Board of Directors, may appoint such other committees as from time to time he or she may deem necessary or convenient, and prescribe their duties.
ARTICLE XVIII: RULES OF PROCEDURE
The meetings of this Club shall be governed by Robert's Rules of Order, as far as they are applicable and do not conflict with these By‑laws.
ARTICLE XIX: ACCOUNTS AND FUNDS
Section 1. Board of Directors Responsible: The Board of Directors shall be responsible for the Club's funds and financial affairs and shall designate the bank or banks wherein its funds shall be deposited.
Section 2. Signing of Checks: All checks shall be signed by the Commodore (or such other person as the Board of Directors may designate) and countersigned by the Treasurer (or such other person as the Board of Directors may designate).
Section 3. Deposit of Receipts: All receipts shall be forthwith deposited in a bank or banks to the credit of the Club.
Section 4. Report of Financial Condition: The Board of Directors shall cause a written report of the Club's financial condition and income and expense to be submitted to each Regular member as soon as practical after the close of the Club's fiscal year and not later than the annual meeting of the membership.
Section 5. Incurrence of Indebtedness: The Board of Directors shall have no power to make the Club liable for any debt beyond the amount of money which shall, at the time of contracting such a debt, be in the Treasurer's hands, or due to the Club, and be not needed for the discharge of prior debts and liabilities; provided, however, that the Board of Directors may incur such indebtedness as may be necessary for the furtherance of the best interests of the Club with the written consent of a majority of the Club's members who are entitled to vote or by a majority of votes cast at any annual meeting of the membership.
Section 6. Endowment Fund: A restricted Endowment Fund shall be maintained by the Club. The purpose of this fund shall be to have the principal amount grow in perpetuity and have the income earned on the invested fund directed to the Club’s general operations. The Endowment Fund shall be managed by the Endowment Committee.
The principal of the Endowment Fund shall not be invaded or expended except with the written consent of a majority of those members entitled to vote or by a majority of the votes cast at any annual meeting of the membership.
The Endowment Fund shall be authorized to accept unrestricted donations or bequests and members may be encouraged to donate to this fund.
The assets of the Endowment Fund shall be kept separate from all other accounts. There shall be no comingling of assets of the Endowment Fund with any other assets. At its inception, no funds shall be disbursed from the Endowment Fund and all income earned on the Fund shall be reinvested as principal. Once the fund reaches a principal value of two hundred and fifty thousand dollars ($250,000), the annual earnings on the Endowment Fund as determined on December 31 of each year may be transferred into the general fund of the Club. Those earnings may then be spent in the annual operating budget. Any annual earnings not transferred to the Club at the end of each year shall be reinvested as principal.
ARTICLE XX: INDEBTEDNESS TO THE CLUB
Section 1. Payment of Dues and Indebtedness, Notice of Delinquency: Dues shall be payable on such date as may be designated from time to time by the Board of Directors, together with any and all other indebtedness to the Club.
If the payment of such dues and indebtedness is not made within thirty (30) days after the date designated for the payment of the same, all such dues and indebtedness shall thereupon become delinquent, and written notice of the delinquency shall thereupon be given to the delinquent member.
Section 2. Posting of Delinquencies: After such notice of delinquency has been given as required by Section 1, herein, a list of delinquent members shall be posted on the Club bulletin board within ten (10) days and no delinquent member shall have the right to incur any further debt to the Club until the amount of his delinquent dues and indebtedness has been paid.
Section 3. Suspension for Delinquency: If any such delinquent member does not pay the amount of his delinquent dues and indebtedness within one (1) month after the notice of delinquency has been given, as required by Section 1, herein, such member may be suspended as provided in Article X of these By‑laws.
Section 4. Expulsion for Delinquency: If any such delinquent member does not pay the amount of his delinquent dues and indebtedness within two (2) months after the notice of delinquency has been given, as required by Section 1, herein, such member may be expelled from the Club as provided in Article XI, Section 3, of these By‑laws.
ARTICLE XXI: REAL PROPERTY
The Board of Directors shall have the power to sell, transfer, assign or otherwise dispose of any of the real property of the Club only with the written consent of a majority of the members of the Club who are entitled to vote or by a majority of the votes cast at any annual meeting of the membership.
ARTICLE XXII: RULES AND REGULATIONS
The Board of Directors shall have the power to adopt and enforce rules and regulations not inconsistent with these By‑laws to provide for the government and management of the affairs of the Club and for the use of, and conduct of members while using, the Club facilities. The Board of Directors shall have the right and power to change said rules and regulations from time to time.
ARTICLE XXIII: EMPLOYEES
No employee shall be a member of the Club. Any member who becomes an employee of the Club shall resign his or her membership.
ARTICLE XXIV: AMENDMENTS
These By‑laws may be amended by the membership at any annual meeting of the membership or with written consent. The procedure for such amendment shall be as follows:
Any fifteen (15) Regular members entitled to vote or the Board of Directors may propose amendments. Such proposed amendments shall be filed with the Secretary of the Club and shall be submitted in writing to the entire membership for its consideration at least thirty (30) days prior to the holding of any annual meeting of the membership at which such amendment is to be considered or at least (30) thirty days prior to the date established for the return of a written consent. Such amendments may be adopted only upon the written consent of a majority of the members of the Club who are entitled to vote or by a majority of the votes cast at any annual meeting of the membership.
ARTICLE XXV: WRITTEN CONSENT AND ABSENTEE VOTES
Whenever in these By-laws provision is made for the written consent of the membership or to absentee ballots, the following procedures shall apply:
Section 1. Written Consent.
All requests for the written consent of the membership to any proposals or changes as permitted in these By-laws, shall specify a cut-off date and any responses received after such date shall not be counted.
The cut-off date shall not be less than thirty (30) days nor more than forty-five (45) days after the date of mailing.
All responses shall remain unopened and uncounted and held in trust by the Secretary. On the first business day after the cut-off date, a Tally Committee shall meet to open and count all responses and verify their eligibility. The Tally Committee shall be appointed by the Commodore and shall consist of the Secretary plus two (2) flag officer or directors (other than the Commodore). Any member shall be entitled to be present when the responses are opened and counted. If the Secretary is unavailable, the Commodore shall appoint a flag officer or director to the duty.
Section 2. Absentee Ballots.
Whenever any matters are to be voted upon at an annual, special or regular meeting in accordance with the procedures set forth in these By-laws, any member eligible to vote shall be entitled to cast an absentee ballot upon making request to the Secretary.
The form of such absentee ballot shall clearly state each matter to be voted on and provide for a “Yes” or “No” vote for each matter separately; must clearly identify the member casting such an absentee ballot by printed name, class of membership, membership number; and must be signed by the member. If a Regular Spousal Member is casting an absentee ballot, that member shall represent in a space provided on the form, that the other Regular Spousal will not cast a vote either by absentee ballot or in person at the meeting.
The absentee ballot shall include a return addressed envelope marked “Attention Secretary: Absentee Ballot” and shall be returned to the Secretary. Absentee ballots must be received by the Secretary: (a) if by mail, no later than the last regular mail delivery prior to commencement of the meeting; or (b) if in person, by no later than the calling to order of the meeting. All absentee ballots shall be held in trust by the Secretary, unopened and uncounted, until the matter(s) to be voted on are called on the agenda, at which time a Tally Committee as provided for in Section 1 above shall open them and verify their eligibility.
