Asheville Sailing Club, Inc.
Article I – Name & Organization
Section 1. Name: The name and title of this organization shall be the Asheville Sailing Club, Inc. (“Club”). Its mailing address shall be the home address of its current Commodore, Treasurer, or the address of its Registered Agent.
Section 2. Purpose: The purpose for which this Club was organized and continues is to promote and encourage competitive and non-competitive sailing in the western North Carolina area. The Club shall promote safety in water sports and shall encourage participation by young people in sailing activities.
Article II – Membership
Section 1. Qualification: Any person at least 18 years of age, having a particular interest in the goals and purposes of the Club, whether actively engaged in sailing or not, may become a member by filing with the Secretary a written application and by the payment of annual dues. Such individuals shall be designated Regular Members and shall have all the rights, duties and responsibilities of membership including the right to vote, hold office and participate in all Club functions.
Section 2. Collateral Memberships: In addition to Regular Members, there shall be Family Members and Honorary Members who are non-paying. Family Members shall include partners and dependent children of Regular Members who, if included, shall pay the Family Membership dues. There is hereby created a category of Honorary Members to be selected by the Board of Directors to recognize the contributions and achievements of former members.
Section 3. Voting Rights: Each dues paying Regular Member shall be entitled to vote on any issue requiring the vote of membership. Proxy voting on all matters is permissible by appointing any officer or other regular member in writing or by email. Members, Family Members, Honorary Members and their partners at least 18 year old shall be entitled to participate in all activities of the Club and shall be entitled to vote and hold office, however there may only be two votes per Membership.
Article III – Meetings
Section l. Annual Meeting: An Annual Meeting of the Asheville Sailing Club, Inc. will be held in either the first or last quarter of each year at a time and place as shall be determined by the Board of Directors, for the purpose of electing officers of the Club for the succeeding year and for the transaction of such other business as may be properly brought before the meeting. At such Annual Meeting, the Commodore shall give a status report of the Club and all major projects undertaken during the past year. The Budget, approved by the Board, shall be presented by the Treasurer for approval by the voting members, and if such approval is given shall approve expenditure up to the amounts in each line item.
Section 2. Special Meetings: Special Meetings of the members may be called at any time by the Board of
Directors or by written request signed by at least fifteen per cent (15%) of the voting members. Such
written request shall be delivered to the Secretary and shall state the purpose for which such Special
Meeting is requested.
Section 3. Required Notice: Each voting member shall be notified of the place, date and hour of the Annual and all Special Meetings not less than ten (10) nor more than sixty (60) days prior to the date of the meeting. A quorum shall consist of at least one-third (1/3) of the total of Regular Members either present or represented by written proxy. All meetings shall be conducted in accordance with Robert’s Rules of Order.
Article IV – Board of Directors
Section l. Number & Qualification: The Board of Directors (“Board”) shall consist of the Commodore, Vice Commodore, Secretary, Sailing Program Director, Treasurer, and immediate Past Commodore who shall qualify by virtue of their office. In addition, the Club shall elect two (2) other Regular Members at the Annual Meeting, to serve as members at large for the succeeding year. No such member at large shall serve for longer than three consecutive terms. The Sailing Program Director position will exist only for as long as an active youth program exists.
Section 2. Meetings: The Board shall meet at such time and place as it shall determine upon the call of the Commodore or when any three of its other members shall determine that there is sufficient business to justify a meeting. Each member of the Board shall be entitled to at least three (3) days prior notice of any meeting. A quorum shall consist of four (4) members.
Section 3. Authority: The Board shall have full authority to act for the members on any matter affecting the Club, provided, however, any matter including an expenditure of five hundred dollars ($500) or more above the Budget line item amount agreed at the Annual Meeting shall be submitted to the members for ratification or disapproval. All other actions of the Board shall be reported to the Regular Members on a timely basis, but unless a motion is made at the Annual Meeting or at any Special Meeting of the membership, seconded and passed to rescind such action, no approval or ratification shall be required.
Section 4. Duties of the Board of Directors: The Board shall plan the annual calendar of activities and regattas and manage the operations and finances of the Club. The Board of Directors shall prepare a proposed budget for the following fiscal year for approval by the members at the Annual Meeting. All board/committee members shall act within the approved budget. All Board/Committee members shall act within the approved Budget, or obtain Board approval for any overspend in advance up to $500 and the Membership above this.
Article V – Committees
Section 1. Standing Committees: There shall be the following standing committees established to carry out the goals and purposes of the Club, the chairpersons of which shall be appointed by the Commodore and they in turn shall appoint committee members. These committees shall be responsible for such additional programs and activities as are assigned from time to time by the Board:
a. Regatta Committee: Charged with the duty of conducting all races, regattas and other competitive sports engaged in by the Club. The committee shall consist of the chairperson and 2 (two) Regular Members who are experienced sailors. The Chairperson shall appoint a member to
serve as a Race Committee to conduct each regatta in accordance with the rules of the United
Association (USSA). The Board shall establish rules for conducting regattas including proper start of races, the calculating of handicaps and the receiving of and appeals of protests. The Regatta Chairperson shall issue a Notice of Race for each regatta; ensure that the assigned Race Committee will attend; tabulate corrected times from regattas and email the results to members; calculate year’s regatta winners and Most Improved Skipper; and obtain awards.
b. Nominating Committee. Selected by the Board and shall submit names of nominees for all Officers and members at large of the Board. The names of the persons so selected shall be included in the official notice of the Annual Meeting.
c. Audit Committee: Shall consist of two (2) members, neither of whom shall be a member of the
Board and shall review the Club’s finances annually and make a report at the Annual Meeting.
Section 2. Other Committees: The Board may establish other committees from time to time for limited or special purposes, as it shall determine necessary and proper. Among others, these may include:
a. Sailing Committee: Shall be responsible for all youth and adult sailing training programs. If no active youth sailing exits then this committee shall be responsible for the development and conduct of all instructional programs sponsored by the Club, including water safety.
b. Social Committee: Shall provide the planning for the Annual Meeting dinner and all other special social events to be conducted by the Club.
c. Marketing Committee: Shall be responsible for the publicity of the Club including the web-site and for obtaining new members.
d. Grounds Committee: Shall be responsible for maintaining and improving the physical infrastructure of the Club in partnership with the Parks management.
Article VI – Officers
Section 1. Officers: The Officers of the corporation shall consist of a Commodore, Vice Commodore, Secretary, Sailing Program Director and Treasurer to be elected at the Annual Meeting. Following the report of the Nominating Committee, nominations may be made from the floor by any Regular Member. In the event there is more than one nomination for any office, voting shall be by secret ballot. All
Officers shall be Regular Members of the Club, shall be elected for a term of one (1) year and shall hold office until their successors are elected. The Commodore shall not serve more than three consecutive full terms.
Section 2. Duties of the Commodore: The Commodore shall preside over all meetings of the corporation and the Board and shall have general supervision of the activities of the Club. He or she shall appoint committee chairpersons as specified in these Bylaws; shall execute the policies and directions of the Board; and shall impartially enforce the Bylaws. The Commodore shall also sign all written contracts and other legal documents on behalf of the corporation. The Commodore shall serve as the key point of contact with the Lake Julian rangers and other sailing clubs. The Commodore shall coordinate the
Annual Meeting dinner and business.
Section 3. Duties of the Vice Commodore: The Vice Commodore shall preside at all meetings in the absence of the Commodore. The Vice Commodore shall serve as Chairperson of the Regatta Committee.
Section 4. Duties of the Secretary: The Secretary shall issue notice of all meetings of the corporation and Board and shall attend and keep accurate and complete minutes of the same. The Secretary shall keep custody of the official records and documents of the organization and shall maintain a current roster of all members and shall keep a correct list of ownership, name, dimension, type and rig of each sailboat enrolled in the Club. In the absence or disability of the Secretary, his or her duties shall be performed by such other member of the Board as it shall designate.
Section 5. Duties of the Treasurer: The Treasurer shall be responsible for collecting dues and processing all applications for membership and shall be accountable for all funds of the corporation; shall maintain a checking account and sign all checks of the corporation; and shall maintain a complete and accurate record of Income and expenditures and shall report to the Board as requested by it. Any expenditure of five hundred dollars ($500) or more shall require prior approval of the Board. In the absence or disability of the Treasurer, his or her duties shall be performed by such other member of the Board as it shall designate.
Section 6. Duties of the Sailing Program Director: Sailing Program Director shall be responsible for the development and conduct of all youth and adult instructional programs sponsored by the Club, including water safety. It shall be the duty of the Sailing Program Director to advise the Board of Directors on the program of sailing instruction, including the oversight of the hiring of the necessary personnel by the Sailing Program Director. Section 7. Removal and Vacancies: Any officer or member at large of the Board may be removed from office by a majority vote of the Regular Members at a Special Meeting called pursuant to Section 3, Article III. Any vacancy so created (or in the event of death, Disability or resignation) may be filled by the remaining members of the Board for the unexpired portion of the term.
Article VII – Finances
Section 1. Dues: Regular Members of the Club shall pay dues of a specified sum each year. Increases of up to $10 per year may be determined by the Board, any increases above $10 per year must also be approved by the Regular Members at the Annual Meeting. Dues are due and payable on the first day of January. The Board may terminate the membership of any Regular Member who is in default for a period of sixty (60) days or more.
Section 2. Donations: The youth sailing, Learn-to-Sail and similar programs will be funded by donations from the Asheville Sailing Foundation and managed by the Asheville Sailing Club through its Board.
Section 3. Audit: The books and records of the Treasurer shall be audited annually by the Audit Committee, preceding the Annual Meeting, both for the prior Fiscal year, and for the current year up until 30 days prior to the date of that Annual Meeting. The Audit Committee shall make its report at the Annual Meeting and such shall be made a part of the minutes of the meeting. The Fiscal year of the Club shall end on 31 December and will be the Calendar year.
Section 4. Earnings Limitation: No part of the net earnings of the organization shall inure to the benefit of its Regular Members, Directors, Officers, or other persons except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes of the organization.
Article VIII – Amendments
These Bylaws may be amended at any Annual Meeting or any special meeting called for that purpose. Approval of any amendment shall require a two-thirds (2/3) affirmative vote of the Regular Members present or represented by proxy. A copy of the proposed change shall be mailed to all Regular Members of the Club at least one (1) week prior to said Annual or Special Meeting.
These Bylaws were approved and adopted November 21, 1992. And were amended by the members in 1993.
And were amended by the members on November 18, 2004. And were amended by the members on February 16, 2007. And were amended by the members on February 22, 2008. And were amended by the members on June 11, 2016.
And were amended by the members on [November 9], 2019.