BY-LAWS OF LAKE CHAMPLAIN YACHT CLUB, INC.
NAME, OBJECT, ARTICLES OF INCORPORATION
Section 1. Name. The name of this Corporation, hereinafter called the
Club, shall be Lake Champlain Yacht Club, Inc.
Section 2. Object. The object of this Club is to promote and encourage
boating and sailing on Lake Champlain, while emphasizing racing,
cruising, and education, without financial gain.
Section 3. Articles of Incorporation. The name, location of the Registered
Office, the Registered Agent, and the purposes and powers of the Club
shall be as set forth in the Articles of Incorporation, and these By-Laws;
the purposes and powers of the Club and of its Governors, Officers
and Members, and all matters concerning the conduct and regulation
of the business of the Club shall be subject to such provisions in regard
thereto, if any, as are set forth in the Articles of Incorporation; and the
Articles of Incorporation are hereby made a part of these By-Laws. All
reference in these By-Laws to the Articles of Incorporation shall be construed
to mean the Articles of Incorporation of the Corporation as from
time to time amended.
Section 1. Definitions. The following terms shall have the following
(a) “Individual Member” is any person who is at least eighteen (18)
years of age and who is a Member in Good Standing
(b) “Family Member” is any legally recognized family unit consisting of
one or more persons eligible to be Individual Members and its unmarried,
dependent children under the age of twenty-four (24).
(c) “Full Member” is any Individual or Family Member who has been
granted Full Member status by the Board of Governors and has paid
the initiation fees and annual dues as designated. Full Members have
all responsibilities, rights and privileges of the club.
(d) “Senior Member” is any Individual Member or Family Member who
has been granted Senior Member status by the Board of Governors.
The Board may grant Senior Member status to an Individual Member
or Family Member who applies after active membership in the Club
for a period of fifteen years or where the Board believes the applicant
has otherwise shown the equivalent in loyal and responsible discharge
of the duties of active membership. A Senior Member shall have no
Mooring Rights except by return to full active membership. All other
responsibilities, rights and privileges of Club membership shall remain
in force. Annual dues for Senior Members shall be one-third (1/3) the
amount for Full Members.
(e) “Associate Member” is any Individual or Family Member who has
been granted Associate Member status by the Board of Governors. Associate
membership is reserved for those between the ages of 18 and
30 and will have reduced initiation fees, as determined by the Board of
Governors, and dues equal to one half the amount for Full Members.
An Associate Member shall have no mooring rights, voting rights or
eligibility for office except by conversion to Full membership. All other
responsibilities, rights and privileges of Club membership apply, with the
exception of these. An Associate Member will have the right to keep a
one-design sailboat at the club in compliance with the Grounds section
of the Club Policies and Guidelines. At the beginning of the calendar
year following the year in which the Associate Member or eldest family
member becomes age 30, he or she shall convert to Full Member
and pay full dues and shall pay the prevailing initiation fee minus any
initiation fees paid at the time he or she became an Associate Member.
(f) “Honorary Member” is any individual or Family Member who has
been elected an Honorary Member by a unanimous vote of the Board
of Governors at any regular meeting. An Honorary Member shall have
all the privileges of the Club except Mooring Rights, voting and eligibility
for office and shall be exempt from payment of dues.
(g) “Life Member” is any Individual or Family Member holding Life
Member status as of the date of adoption of these By-Laws.
(h) “Inactive Member” is any Individual or Family Member who has
been granted this status by the Board of Governors. Inactive Membership
may be granted to a Member in Good Standing who has moved
permanently outside the club service area and who wishes to retain club
membership. An Inactive Member will have no membership rights or use
of club facilities except by return to full membership. A nominal fee for
maintaining membership status may be set by the Board of Governors.
An Inactive member who has maintained a continuous membership
may return to full membership by notice to the Membership Chair and
payment of current dues.
(i) “Member in Good Standing” is any Individual Member, Family
Member, Senior Member, Associate Member, or Life Member who has
paid an initiation fee and applicable annual dues and performed other
duties as may be required of them from time to time by these By-Laws.
(j) “Approved Applicant” is any individual or family unit who has applied
and been approved for membership by the Board of Governors, but who
has not yet become a Member in Good Standing.
Section 2. Number of Members. The total number of members of the
Club, and the number of those memberships granted Mooring Rights
(as defined in Article V, below), shall be set by the Board of Governors.
Section 3. Applications for Membership. Persons at least eighteen (18)
years of age may be accepted to membership in the Club without regard
to race, religion, color, national origin, sexual orientation, or gender. Any
individual or family unit desiring membership in the Club shall present a
completed Application, consisting of a Club application form, letters of
recommendation from three Members in Good Standing, and the application
fee prescribed by the Board of Governors. The Membership Chair
shall present all Applications to the Board of Governors for consideration
at the next regular meeting following receipt of the completed Application.
In the event of the legal dissolution of a family unit constituting a Family
Member, each person comprising the former Family Member who
is eligible to become an Individual Member shall, in the year of such
dissolution, provide written notice to the Membership Chair of his or her
desire to become a Member in Good Standing. Such notice shall be
effective to make the requesting person a Member in Good Standing
without need for paying an additional initiation fee, or additional dues
for the year in which such Family Member is converted to one or more
Individual Members or Family Members.
Section 4. Election of Members.
(a) Full and Associate Members. Candidates for consideration as a
Full or Associate Member shall be elected by a vote at any meeting
of the Board of Governors, provided not more than one vote is cast
against him or her. Each candidate shall be notified of the decision of
the Board by the Membership Chair. If elected prior to January 1 of a
given year, the normal Club rules pertaining to dues will apply. If elected
after January 1, each new member will have thirty (30) days in which
to pay the dues in full.
(b) Honorary Members. An individual or family unit may be elected as
an Honorary Member by a unanimous vote of the Board of Governors
at any regular meeting.
(c) Senior Members. Any Member in Good Standing desiring election
as a Senior Member shall submit a written request to the Membership
Chair containing such request and explaining why the member is entitled
to Senior Member designation. The Membership Chair shall present
the request to the Board of Governors at its next regular meeting. The
request may be approved upon majority vote of the Board of Governors.
The requesting Member shall be notified of the decision of the Board
by the Membership Chair.
Section 5. Partnerships. If a member purchases, or otherwise joins in
ownership of a yacht, with one or more non-members, each partner in
such a yacht must apply for, and be accepted as a Full Member of the
Club, in order to moor such a yacht in the Club harbor and/or utilize
Section 6. Initiation Fee. Each Approved Applicant who elects to become
a Member in Good Standing shall pay within 30 days a non-refundable
initiation fee as set by the Board of Governors before being entitled to
the privileges of the Club. The entire initiation fee will be used for the
Section 7. Dues. The Board of Governors shall determine the annual
dues of the Club. Any increase in annual dues must be approved by the
membership. Up to 95% of the annual dues will be used for the operating
budget. No less than five percent (5%) of the annual dues will be
used for the capital fund.
Any member failing to pay dues by January 1 shall be considered in arrears
and be notified by the Secretary to that effect. Members in arrears
after January 1 will be assessed a late penalty fee of fifty dollars ($50.00).
If said dues and late fee are not paid by February 1, the membership
is terminated. If at a later date the member reapplies to the Club, the
Board will determine acceptance and applicable fees.
Section 8. Meetings.
(a) Scheduled Meetings. The membership of the Club shall meet
twice annually. One meeting shall be held within ninety (90) days of
the Club’s fiscal year end and shall be called the “Change of Watch.”
The other meeting, normally held during October, shall be called the
“Annual Meeting.” The time and place of the “Change of Watch” and
the “Annual Meeting” shall be announced to the membership at least
10 days before the meeting.
(b) Annual Meeting. At the “Annual Meeting” the Commodore, Treasurer,
Auditors and new members of the Board of Governors shall be elected,
and other business placed before the membership shall be acted upon.
(c) Change of Watch. At the “Change of Watch,” the Board of Governors
and new officers will assume their responsibilities. Other business
placed before the membership shall be acted upon.
(d) Special Meetings. Special meetings of the Members may be called
by the Commodore or by majority vote of the Board of Governors, or on
petition to the Secretary signed by at least ten (10) Members in Good
Standing, delivered at least thirty (30) days previous to said meeting.
Section 9. Quorum; Voting. Forty (40) Members in Good Standing shall
constitute a quorum at all meetings of the Club and a majority of the
votes cast shall be necessary for an election or to carry a motion. Each
Individual or Family Membership, as defined herein, shall have one vote.
Section 10. Member Conduct; Sanctions; Expulsion. All members shall
conduct themselves consistent with the stated object of the Club and are
individually responsible to share their time and energy on all scheduled
workdays and/or cooperative activities for the good of the Club. Any
member unable to attend a workday shall contribute an equivalent service
to the Club, unless such member’s failure to attend workday shall
have been excused by the Board of Governors.
Any member violating the rules or regulations of the Club, or exhibiting
conduct unbecoming a member, or injurious to the Club, may, after appearing
before the Board of Governors at a regularly scheduled meeting,
be admonished, suspended, or deprived of any privileges of the Club
for a stated time, by a two-thirds vote of the Board members present.
Any member may be expelled from the Club for cause by a unanimous
vote of the Board of Governors at any regular Board Meeting.
BOARD OF GOVERNORS
Section 1. Management. The management of the Club and its affairs
shall be by a Board of Governors, consisting of fourteen (14) Members
including the Commodore and Treasurer. The Board of Governors shall
have the control and management of all business affairs for the Club;
shall have authority to execute all contracts, instruments and conveyances
necessary to carry out the purposes of the Club, shall determine
and set annual dues; shall prepare and approve a budget by March 1 for
the financial management of the Club; shall have charge of the election,
suspension or expulsion of members; and shall be responsible for the
making of rules for the use of the Club facilities.
Section 2. Nomination and Election of Members of the Board of Governors,
Commodore, and Treasurer. Prior to the “Annual Meeting” a
nominating committee consisting of all available past Commodores shall
nominate Members in Good Standing to fill expiring and vacant terms
of the members of the Board of Governors, Commodore and Treasurer.
The Nominating Committee will submit its list of nominations to the
membership at least ten days prior to the Annual Meeting in the notice
of the Annual Meeting.
At the “Annual Meeting” Members in Good Standing shall be nominated
and elected to fill expiring positions on the Board of Governors and the
position of Treasurer for a term of three (3) years and that of Commodore
for a term of two (2) years commencing with the Change of Watch
following their election. The replacements for positions on the Board of
Governors and for Treasurer who are unable to serve a full term shall
also be nominated and elected by the membership at the Annual Meeting
to serve the balance of the unexpired term. All interim vacancies
shall be filled by appointment of the Commodore to hold office until the
next “Change of Watch”.
Section 3. Meetings; Quorum; Voting. The Board of Governors shall
meet immediately following the Annual Meeting or at any other time upon
the call of the Commodore, or on petition of three members of the Board
to the Secretary. Notice of the call of the meeting must be transmitted
one week in advance to members of the Board. This warning may be
dispensed with when a quorum of the Board waives such notice. Eight
(8) members of the Board of Governors shall constitute a quorum. A
majority of the votes of those present at a meeting of the Board of Governors
shall be necessary for an election or to carry a motion.
Section 4. Committees. The Board of Governors shall establish a standing
Finance Committee which includes the current Commodore, and
may establish the following standing committees and others deemed
g) Junior Sailing Programs
l) Cruising/Boating Programs
The Board of Governors shall consent by majority vote on the appointment
of all standing committee chairmen by the Commodore. All standing
committee chairs, with the possible exception of the Finance Committee,
shall be members of the Board. The duties and responsibilities of
the standing committees shall be as directed by the Board of Governors.
OFFICERS AND OTHER POSITIONS
Section 1. Officers. The operating officers of the Club shall be Commodore,
Vice Commodore, Rear Commodore, Harbormaster, Secretary
The Offices of Honorary Commodore and Honorary Vice Commodore
may be filled by distinguished present or past members who have shown
loyalty and devotion to the Club.
Section 2. Appointment of Officers. The Commodore or Commodore
Elect shall, at the first meeting of the Board of Governors following the
“Annual Meeting”, appoint from the Board a Vice Commodore, Rear Commodore,
Harbormaster and Secretary. All appointed officers shall hold
office for one (1) year commencing with the next subsequent “Change
of Watch” ceremony. An Honorary Commodore and an Honorary Vice
Commodore may be elected by the Board of Governors to hold office
at the discretion of the Board. All vacancies occurring in the officers of
the Club shall be filled by appointment by the Commodore to hold until
the next “Change of Watch”.
Section 3. Election of Auditors. Prior to the “Annual Meeting” a Nominating
Committee consisting of all available past Commodores shall
nominate Members in Good Standing to fill expiring and vacant terms of
Auditors. The Nominating Committee will submit its list of nominations
to the membership at least ten days prior to the Annual Meeting in the
notice of the Annual Meeting.
At the “Annual Meeting” persons from the membership in Good Standing
shall be nominated and elected by the membership to fill expiring
three (3) year staggered terms and vacant unexpired terms of Auditors
commencing with the Change of Watch next following their election. All
interim vacancies shall be filled by appointment of the Commodore to
hold office until the next “Change of Watch”.
Section 4. Duties.
(a) Commodore. It shall be the duty of the Commodore to preside at all
meetings of the Board of Governors and the membership; to appoint,
with the advise and consent of the Board of Governors, all standing committee
chairmen; to act as ex officio member of all standing committees;
to act as chief executive officer of the Club; and to perform all additional
duties as directed by the Board of Governors. A Rendezvous Fleet
Captain, Fleet Surgeon, Fleet Chaplain and Public Relations-Historian
and other positions may be appointed by and serve at the discretion of
(b) Vice Commodore. 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.
(c) Rear Commodore. It shall be the duty of the Rear Commodore to
assist the Commodore and Vice Commodore in the discharge of their
duties and to officiate in their absence.
(d) Harbormaster. It shall be the duty of the Harbormaster to serve
as chair of the Harbor Committee and carry out the Harbor Rules as
adopted from time to time by the Board of Governors. The Harbor28
master is authorized to assign Mooring Rights to eligible Members in
Good Standing as shall be in the best interests of the Club and other
members; provided, however, that the Harbormaster may not revoke
an assignment of Harbor Rights unless the Member in Good Standing
voluntarily relinquishes such Mooring Rights, ceases to use such mooring
for a period of two years, or ceases to be a Member in Good Standing
for any reason whatsoever.
(e) Secretary. The Secretary shall keep a record of all meetings and
proceedings of the Club and Board of Governors, maintain a roster of
members, bill and collect all dues from the members, notify members
who are in arrears in dues payment and perform other duties as assigned
by the Board. The Secretary shall also perform the duties of
(f) Treasurer. The Treasurer shall be responsible for handling receipts
and expenditures of the Club, and for keeping suitable financial records
and making all required reports. The Treasurer shall maintain accounts
in financial institutions as approved by the Board of Governors. The
Treasurer shall pay all bills approved by the appropriate committee
chairman in accordance with the approved budget. At least ten (10)
days prior to the spring workday, the Treasurer shall mail or transmit
electronically to each member a full written report of the financial condition
of the Club. The Treasurer cannot serve as a Committee Chair or
in any other Board position that would result in a conflict of interest to
the Treasurer’s responsibilities.
(g) Auditors. The three Auditors shall comprise the Auditing Committee
of the Club. The auditors may review the Club’s financial records and
procedures periodically and shall conduct an annual audit. At least ten
(10) days prior to the spring workday, the Auditors shall mail or transmit
electronically to each member a written report of the annual audit. The
Audit Committee may advise the Board of Governors regarding performance
and operations. The Audit Committee is charged by the membership
with the responsibility for oversight of the quality and integrity of the
Club’s financial reporting process; system of internal financial controls;
audit process; the Club’s process for monitoring and compliance with
laws and regulations; and processes for maintaining the assets, good
name and good will of the club. The Auditors, with the knowledge of
the Board, may enlist the services of a public accounting firm to assist
them in auditing the financial records of the Club.
(h) Other Positions. The Fleet Surgeon, Fleet Captain, Chaplain and
Historian shall perform appropriate duties as directed by the Commodore.
The Public Relations/Neighborhood Liaison officer shall assist the Commodore
and Communications Committee in promoting positive relationships
with the community and LCYC’s neighbors.
USE OF CLUB FACILITIES
Section 1. Rights and Privileges of Members. All Members in Good
Standing and Honorary Members shall have the non-exclusive right
to use the Club grounds, Club house, Club boats, launch service and
the right to temporarily keep a boat on the Club docks, but such right
shall not include Mooring Rights unless such rights have specifically
been assigned by the Club Harbormaster. All such uses and activities
shall be subject to the Rules and Regulations adopted by the Board of
Governors from time to time.
Any person ceasing to be a Member in Good Standing of this Club shall
have no rights or privileges in or to said Club or its property by reason
of former membership.
Section 2. Mooring Rights. Mooring Rights entitle an eligible Member
in Good Standing to moor a boat at a mooring assigned by the Harbormaster.
This mooring includes an anchor and the appropriate swinging
circle as defined by the LCYC Mooring Standards. The concrete anchor
blocks and the screw anchor/ flexible rode systems remain the property
of the Club. All other mooring tackle must be provided and maintained
by the member in a seamanlike condition in accordance with LCYC
Mooring Standards. The Harbormaster shall have the absolute right to
move or reassign the mooring position of a member’s boat in the best
interests of the Club and the safety of the harbor. An assignment of
Mooring Rights may not be revoked unless the Member in Good Standing
voluntarily relinquishes such Mooring Rights, ceases to use such
mooring for a period of two years, or ceases to be a Member in Good
Standing for any reason whatsoever.
THE CLUB MAKES NO WARRANTY AS TO THE SUITABILITY OR
CONDITION OF THE ANCHOR SYSTEMS ASSIGNED TO MEMBERS
FOR THEIR INTENDED USE. EACH MEMBER MUST ASCERTAIN
THE SUITABILITY OF SUCH SYSTEMS FOR THEIR HIS OR HER
USE AND SHALL ABIDE BY HARBOR RULES ADOPTED BY THE
BOARD OF GOVERNORS FROM TIME TO TIME. IT IS UNDERSTOOD
THAT MOORING POSITIONS MAY BE REASSIGNED AT THE DISCRETION
OF THE HARBORMASTER. ALL MOORING GROUND
TACKLE (OTHER THAN ANCHORS) AND PENNANTS SHALL BE
INSTALLED AND MAINTAINED BY THE MEMBER IN COMPLIANCE
WITH ANY AND ALL HARBOR RULES ADOPTED BY THE BOARD
OF GOVERNORS FROM TIME TO TIME.
Section 3. Request for Mooring Rights. Any Approved Applicant or
eligible Member in Good Standing who intends to moor a boat in the
Club’s officially designated harbor area shall request assignment of
Mooring Rights by the Harbormaster. If there are more requests for
Mooring Rights than there are moorings at any given time, the name of
the requesting eligible Member in Good Standing shall be placed on a
Mooring Wait List maintained by the Harbormaster in the order in which
such request is received by the Harbormaster.
The Harbormaster shall assign moorings in accordance with the harbor
rules adopted by the Board of Governors from time to time, and in the
following order of preference:
(a) Eligible Members in Good Standing who have previously relinquished
(b) Eligible Members in Good Standing without Mooring Rights.
No Member in Good Standing may be assigned the right to use more
than one mooring.
Upon being assigned Mooring Rights, the member shall pay the Treasurer
a deposit in an amount determined by the Board of Governors from
time to time (the “Mooring Deposit”) to enable the Club to reimburse itself
for any expenses incurred by the Club for decommissioning a mooring
deemed unsafe by the Harbormaster. Upon written request, the unused
balance of the Mooring Deposit shall be returned when the Member in
Good Standing relinquishes his or her Mooring Rights or ceases being a
Member in Good Standing. The foregoing notwithstanding, the safety of
an assigned mooring shall remain the sole responsibility of the member,
and the Club shall decommission a mooring only after the member has
failed to take action as directed by the Harbormaster.
Section 4. Commercial Use of the Club. Members’ yachts may not be
chartered or let for hire from Club facilities. Club facilities may not be
used for commercial brokerage of boats without the express written
permission of the Board of Governors.
Section 5. Guest Privileges.
(a) Guest Moorings. The Board of Governors may establish rules, time
limits, and fees for the use of guest moorings by visiting non-member
yachtsmen. Such rules, limits and fees shall apply to all such guests,
whether using membership or club-owned moorings. All fees shall accrue
to the Club only, and not to any Member, and the Board of Governors
shall have full authority over their use.
(b) Use of Club by Member Invitees. Members in Good Standing may
allow invited non-member guests to use Club facilities or the member’s
boat without fee, provided the guest is accompanied by the Member in
Good Standing. Non-member use of Club facilities or the member’s
boat without the Member in Good Standing present is prohibited except
with the expressed approval of the Board of Governors. If such use is
approved, the Board of Governors may require a guest fee to be paid
to the Club by the member or the invited guest.
Amendments to these By-Laws shall be presented to the Club for action
on recommendation of the Board of Governors, or on petition by ten
(10) Members in Good Standing presented to the Secretary in writing,
and shall be submitted for action by the Club at any meeting after notice
of such proposed amendments shall have been mailed or transmitted
electronically to each member of the Club at least ten (10) days prior to
such meeting. A majority vote of members present shall be necessary
for the adoption of such amendments.
The By-Laws were revised and adopted by affirmative vote of the Members
of Lake Champlain Yacht Club, Inc. on October 18, 2014.