BY LAWS - ORIENTAL DINGHY CLUB
Table
of Contents
SECTION
2: NUMBER, TERM AND QUALIFICATIONS
SECTION
3. QUALIFICATION OF DIRECTORS
SECTION
4: ELECTION OF DIRECTORS
SECTION
8. EXECUTIVE COMMITTEE
SECTION
11. PUBLIC RELATIONS COMMITTEE
SECTION
12. MEMBERSHIP COMMITTEE
ARTICLE IV -
Meetings of Directors
SECTION
6, INFORMAL ACTION BY DIRECTORS
SECTION
7. MEETING BY TELEPHONE
SECTION
3. QUALIFICATION OF OFFICERS
SECTION
9. ASSISTANT SECRETARIES AND
TREASURERS
SECTION
4. ELIGIBILITY TO RACE
SECTION
2. ADVANCE PAYMENT OF EXPENSES
ARTICLE VIII -
Contracts Loans Deposits and Gifts
SECTION
2. REAL PROPERTY AND LOANS
ARTICLE IX -
General Provisions
SECTION
4. PARLIAMENTARY AUTHORITY
SECTION
7. RECREATIONAL PURPOSES ONLY
BY-LAWS OF THE
ORIENTAL DINGHY CLUB, INC.
Approved at Annual Meeting, Nov 9, 2001
ARTICLE I - Purpose
The purposes of the corporation
are:[1]
To encourage and promote the
sport of sailing, the science of seamanship and navigation, to provide suitable
facilities for the sport of sailing, to promote a high standard of true amateur
sportsmanship among sailors; and to promote and encourage amateur competition
and participation in the sport of sailing.
ARTICLE II - Offices
The principal office of the
corporation shall be located at the place determined by the Board of Directors.
The registered office of the Corporation
required by law to be maintained in the State of North Carolina may be, but
need not be, identical with the principal office.
The Corporation may have
offices at other places either within or without the State of North Carolina,
as the Board of Directors may from time to time determine, or as the affairs of
the Corporation may require.
ARTICLE III - Directors
The business and affairs of the
Corporation shall be managed by the Board of Directors or by such Executive
Committee as the Board may establish pursuant to these By-laws.
SECTION 2: NUMBER,
TERM AND QUALIFICATIONS
The number of Directors of the
Corporation shall be not less than three (3) nor more
than fifteen (15) except under exigent circumstances. The present Board of
Directors consists of three (3) members as designated in the Articles of
Incorporation. These Directors shall serve terms until December 31, 1995. Thereafter Directors’ terms shall begin and
end according to the calendar year. Each
Director so named shall hold office for the period designated or until such
Director’s death, resignation, retirement, removal, disqualification or a
successor is elected and qualifies. Each Director hereinafter elected or
appointed shall hold office for a period of three (3) years, except as provided
in Section 4 and Section 6 of this article, or until such Director’s death,
resignation, retirement, removal, disqualification or a successor is elected
and qualifies, except in the case of the Directors elected or appointed to fill
the unexpired term of a Director who has died, resigned, retired or has been
removed from office.[2]
SECTION 3. QUALIFICATION
OF DIRECTORS
Directors need not be residents
of the State of North Carolina,
SECTION 4: ELECTION
OF DIRECTORS
Except as provided in Section 6
of this article, the election of Directors shall proceed as follows: At the
Annual Meeting to be held in November or December of each year, the members who
are then entitled to vote shall meet and shall elect qualified persons to serve
upon the Board of Directors for a term of three (3) years, except that at the
initial annual meeting one of the Directors elected shall serve for a term of
two (2) years and another shall serve for a term of one (1) year.[3]
The Directors shall appoint a nominating committee by August 1st of
each year. The nominating committee shall present a slate of Directors at the
annual meeting of members for election by the members. Other nominations may be
made from the floor. Contested elections shall be conducted by secret ballot,
and a plurality of the votes cast shall be necessary for election to the Board
of Directors. Each qualified member shall be entitled to cast one vote. Voting
by proxy is permitted.[4]
A Director may be removed from
office only upon a two-thirds (2/3) vote of the members. In the event that such
removal is sought, the members shall be given ten (10) days written notice,
prior to that meeting, stating the grounds for that removal and the time and
place of that meeting. A new Director to replace the removed Director may be
elected at the same meeting.
A vacancy occurring in the
Board of Directors may be filled by a majority vote of the members of the Board
to satisfy the unexpired term.[5]
In the event the Commodore is
not present at any meeting, a temporary presiding officer may be elected by the
Board of Directors,
SECTION 8. EXECUTIVE COMMITTEE
The Board of Directors may, by
resolution adopt by a majority of the number of Directors fixed by these
By-laws, designate three (3) or more Directors to constitute an Executive
Committee, which committee, to the extent provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors in the
management of the Corporation as permitted by law.
The Executive Committee shall
audit the Treasurer’s books at the end of each fiscal year. The Committee shall
meet at such times and places as may be fixed by the Commodore.
The Board of Directors shall
have the authority to appoint a Race Committee. The Chairman shall purchase,
maintain and deploy all equipment and supplies as may be required for racing
activities, including buoys, flags, cannon, shells, timer, communications
equipment, locks and keys, all subject to the approval of the Board of
Directors. The Committee shall conduct race related activities upon the request
of the Commodore.
The Board of Directors shall
have the authority to appoint a Finance Committee which shall formulate
policies and plans for securing capital and operating funds for the
Corporation, review the capital and annual operating budgets of the
Corporation, recommend policy regarding the management of all corporate funds,
receive, review and evaluate the findings of final reports of the auditors and,
based on such review, make recommendations to the Board concerning the
financial operation of, and services required by and provided to the Corporation,
and shall perform such other functions as the Board may direct. The actions of
the Finance Committee shall in all instances be subject to approval of the
Board. Members of the Committee need not be members of the Board of Directors.
SECTION 11. PUBLIC RELATIONS COMMITTEE
The Board of Directors shall
have the authority to appoint a Public Relations Committee which shall be in
charge of all publicity engaged in by the Corporation, and shall perform such
other functions as the Board may direct. The actions of the Public Relations
Committee shall in all instances be subject to approval of the Board. Members
of the committee need not be members of the Board of Directors.
SECTION
12. MEMBERSHIP COMMITTEE
The Board of Directors shall
have the authority to appoint a Membership Committee which shall be in charge
of reviewing and processing membership applications, and shall perform such
other functions as the Board may direct. The actions of the Membership
Committee shall in all instances be subject to approval of the Board. Members
of the committee need not be members of the Board of Directors.
Directors shall not receive
compensation for their services, but may be reimbursed, upon approval of the
Board of Directors, for direct expenses incurred in carrying out the business
of the Corporation.
ARTICLE IV - Meetings of
Directors
A regular Annual Meeting of the
Board of Directors shall be held in November or December of each year,
following the annual meeting of members. Other regular meetings shall be held
on such dates and at such times as may be designated from time to time by the
Directors.[6]
Special Meetings of the Board
of Directors may be called by or at the request of the Commodore or any two
Directors. Such meetings may be held either within or without the State of
North Carolina.
Notice of Regular Meetings of
the Board of Directors shall be given by the Secretary to each member of the
Board in writing at least seven days before the date of each such meeting.
The person or persons calling a
Special Meeting of the Board of Directors shall, at least two days before the meeting, give
notice thereof in writing by any usual means of communication. Such notice need
not specify the purpose for which the meeting is called.
Attendance by a Director at a meeting shall
constitute a waiver of notice of such meeting, except where a Director attends
a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not
lawfully called.
Whenever proper notice of a
meeting of the Corporation has been sent to the members of the Board of
Directors, a majority of the Board of Directors shall constitute a quorum.
Except as otherwise provided in
these By-laws, the majority[7]
act of the Directors present at a meeting at which a quorum is present shall be
an act of the Board of Directors.
SECTION 6, INFORMAL ACTION BY DIRECTORS
Action taken by a unanimous
vote of the Directors without a meeting is nevertheless Board action if written
consent to the action in question is signed by all the Directors. Said consent
shall be filed with the minutes of the proceedings of the Corporation, whether
done before or after the action so taken.
SECTION 7. MEETING
BY TELEPHONE
Any one or more members of any
such committee may participate in a meeting of the committee by means of a
conference telephone or similar communications device which allows all persons
participating in the meeting to reach each and such participation in a meeting
shall be deemed presence in person at such meeting.
The officers of the Corporation
shall consist of a Commodore, a Vice Commodore, a Secretary, a Treasurer and
such Assistant Secretaries, Assistant Treasurers and other officers as the
Board of Directors may from time to time elect. Any two or more offices may be
held by the same person except the office of Commodore and Secretary.
The officers of the Corporation
shall be elected by a majority of the Board of Directors at the regular Annual
Meeting of the Board of Directors or at a special meeting called by the Board
of Directors. Each officer shall hold office for a one (1) year term. Election
of an officer to fill an unexpired term may be held at any Regular Meeting of
the Board of Directors.
SECTION 3. QUALIFICATION
OF OFFICERS
The qualifications are the same
as set out in Article III Section 3. Officers need not be residents of the
State of North Carolina.
Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board with or without
prejudice to the contract rights if any, of the person so removed, In the event
there be such removal sought, then the person for whom removal is sought shall
be given three (3) days notice in writing prior to that meeting stating the
grounds for that removal.
The Commodore shall be the
principal executive officer of the Corporation, and shall preside at meetings
of the Board of Directors and, subject to the control of the Board of
Directors, shall supervise and control the management of the Corporation in
accordance with these By-laws.
The Commodore, subject to the
approval of the Board of Directors, shall sign, with any other proper officer,
any deeds, mortgages, contracts or other instruments which may be lawfully
executed on behalf of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be delegated by the Board of Directors to some other
officer or agent, The Commodore shall represent the Corporation at official, business
or social gatherings, supervise all activities of the Corporation, and, in
general, the Commodore shall perform all duties incident to the office of
Commodore and such other duties as may be prescribed by the Board of Directors
from time to time.
The Vice-Commodore shall, in
the absence or disability of the Commodore, perform the duties and exercise the
powers of that office. In addition, he shall perform such other duties and have
such other powers as the Board of Directors shall prescribe. [8]
The Secretary shall keep
accurate records of the acts and proceedings of all meetings of Directors. The
Secretary shall give all notices required by law and by these By-laws, shall
have charge of the corporate books and records and of the corporate seal, and
shall affix the corporate seal to any lawfully executed instrument requiring
it.
The Secretary shall distribute
and receive membership applications and coordinate the processing of such
applications through the Membership Committee.
The Treasurer shall have
custody of all funds and securities belonging to the Corporation and shall
receive, deposit or disperse the same under the direction of the Board of
Directors. The Treasurer shall keep full and accurate accounts of the finances
of the Corporation in books especially provided for that purpose. The Treasurer
shall cause a true statement of its assets and liabilities, and a report of the
results of its operation to be made and filed with the registered or principal
office of the Corporation within thirty (30) days of the close of each fiscal
year. The statement so filed shall be kept available for inspection by
appropriate officials and persons for a period of ten (10) years, The Treasurer
shall, in general, perform all duties incident to his office, and such other
duties as may be assigned to him from time to time by the Commodore or Board of
Directors,
The Treasurer shall receive
membership fees and maintain a list of paid members. All fees and money
received by the Treasurer shall be promptly deposited into a checking account
of the Corporation. A list of paid members shall be furnished to the Race
Committee upon request.
The Treasurer, or Commodore in
the Treasurer’s absence, shall pay all bills and obligations incurred in normal
operation of the club. Bills in excess
of $1,000 must be approved by the Board.[9]
The Treasurers books and
records shall be open for inspection by any member of the Corporation at all
reasonable times, and shall be produced before the Board of Directors or the
Executive Committee whenever so requested. Failure to so produce shall be
sufficient reason for summary removal from office.
The Treasurer shall render
reports in writing at each regular meeting of the Board of Directors showing
each receipt and disbursement since the previous meeting.
Prior to the annual meeting of
Members, the Treasurer shall render a written report accompanied by vouchers
showing in detail all receipts and disbursements, which report shall be audited
by the incoming Board of Directors or by the Executive Committee.
SECTION 9. ASSISTANT SECRETARIES AND
TREASURERS
The Assistant-Secretaries and
Assistant-Treasurers shall, in the absence or disability of the Secretary or
the Treasurer, respectively, perform the duties and exercise the powers of
those officers and they shall, in general, perform such other duties as shall
be assigned to them by the Secretary or the Treasurer, or by the Commodore or
by the Board of Directors.
The Board of Directors may by
resolution require any or all officers, agents and employees of the Corporation to
give bond to the Corporation, with sufficient sureties, conditioned on the
faithful performance of the duties of their respective offices or positions,
and to comply with such other conditions
as may from time to time be required by the Board of Directors.
Officers of the Corporation
shall not be compensated, but may be reimbursed, upon approval of the Board of
Directors, for direct expenses incurred in carrying out the business of the
Corporation.
A vacancy in any office because
of death, resignation, removal, disqualification or other reason may be filled
by the Board of Directors for the unexpired portion of the term.
Membership shall be open to any person interested in the goals,
objectives, and purposes of the Corporation.
Basic Family: A family
membership includes the member, spouse and unmarried children up to age
26. They shall be entitled to enter a
boat in all ODC sponsored races and events.
Guests of members are also welcome to participate in races and events on
an occasional basis.
Junior: A junior member shall be entitled to all of the
privileges of a family member. This
membership shall expire on the individual’s 19th birthday.
Associate: This is an individual membership and is intended for
individuals who wish to support ODC and receive the newsletter.
All
membership types carry voting privileges but are limited to one vote per family
or one vote per person in the case of a junior membership.
SECTION 4. ELIGIBILITY TO RACE
To be eligible to race, a boat must be owned by or on
charter to a member of ODC, not including Associate members. This section shall not be construed to
prevent a member from inviting a non-member guest to participate on an
occasional basis nor shall it bear on Club sponsored invitational events.
Annual dues shall be listed in Schedule A. Membership dues may be modified by a two
thirds (2/3) vote of the Board of Directors before March 1st of any calendar
year Dues are payable by March 1st of each calendar year. Dues are allocated to
the calendar year.
The annual meeting of members shall be held in November
or December of each year. The Secretary shall mail written notice of the annual
meeting to the Members at least two weeks prior to the scheduled meeting date.
The notice shall include the names of Directors nominated by the Nominating
Committee. Contested elections shall be conducted by secret ballot, and a
majority of votes cast shall be necessary for election to the Board of
Directors.
At all member meetings, one vote may be cast by each
member or member unit (see VOTING above).
Voting by proxy is permitted. A
quorum shall consist of the eligible membership voting.
ARTICLE VII - Indemnification
The Corporation shall indemnify
any Director or officer or former Director or officer of the Corporation
against claims, liabilities, expenses and costs necessarily incurred by him in
connection with the defense, compromise or settlement of any action, suit or
proceeding, civil or criminal, in which such person is made a party by reason
of being or having been such Director or officer, except in relation to matters
as to which such person shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in performance of duty to the
Corporation, to the extent not otherwise compensated, indemnified or reimbursed
by insurance.
SECTION 2. ADVANCE PAYMENT OF EXPENSES
Expenses incurred by a
Director, officer, employee or agent in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf
of the Director, officer, employee or agent to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified by the
Corporation as provided by law.
The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
Director, officer, employee, agent of the Corporation or member of a mediation,
arbitration or reconciliation panel convened by the Corporation, against any
liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of his other status as such, whether or not the
Corporation would have the power to indemnify against such liability.
ARTICLE VIII - Contracts Loans
Deposits and Gifts
.
The Board of Directors may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument on behalf of the Corporation, and such authority
may be general or confined to specific instances.
SECTION 2. REAL PROPERTY AND LOANS
No real property shall be
acquired or disposed of, no loans shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution adopted by a majority of the Directors then holding office.
No loans shall be made
by the Corporation to any Director or officer of the Corporation.
All checks, drafts or other
orders for the payment of money issued in the name of the Corporation shall be
signed by the Commodore or Treasurer.[11]
All funds of the Corporation
not otherwise employed shall be deposited from time to time to the credit of
the Corporation in such depositories as the Board of Directors shall direct.
Gifts, donations and bequests
may be given directly to the Corporation with directions that the principle or
the income therefrom shall be used for the purpose
specified in the Articles of Incorporation.
ARTICLE IX - General
Provisions
The corporate seal of the
Corporation shall consist of two concentric circles between which is the name
of the Corporation, and in the lower
center of which is inscribed the word
“SEAL”, and such seal as impressed on
the margin hereof, is hereby adopted as
the corporate seal of the Corporation.
Whenever any notice is required
to be given to any Director under the provisions of the North Carolina
Nonprofit Corporation Act, or under the provisions of the Charter or By-laws of
this Corporation, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be equivalent to the giving of such notice.
Unless otherwise ordered by the
Board of Directors, the fiscal year of the Corporation shall be from January 1
through December 31.
SECTION 4. PARLIAMENTARY AUTHORITY
The Parliamentary authority for
the Corporation shall be ROBERTS RULES NEWLY REVISED, except as may be
inconsistent with the By-laws or Articles of Incorporation.
Except as
otherwise provided herein, these By-laws may be adopted by the affirmative vote
of two-thirds of the Directors then holding office at any regular meeting of
the Board of Directors.
These By-laws may be amended
only upon a majority vote of members sufficient to constitute a quorum. No
alteration, amendment or recission of the By-laws
shall be voted upon unless written notice thereof has been given to the members
at least ten days prior to the meeting.
Voting by proxy is permitted.[12]
Notwithstanding any other
provision of these By-laws, no Director, officer, employee or representative of
this Corporation shall take any action or carry on any activity by or on behalf
of the Corporation not permitted to be taken or carried on by non-profit
organizations as defined by the Internal Revenue Code.
SECTION 7. RECREATIONAL PURPOSES ONLY
No part of the net earnings or
funds of the Corporation shall inure to the benefit of any private shareholder,
member or individual, and no part of the activities of the Corporation shall be
the carrying on of propaganda or otherwise attempting to influence legislation,
nor shall the Corporation intervene in any political campaign on behalf of any
candidate for public office.
Upon dissolution of the
Corporation for any reason other than merger with another similar organization
or by virtue of a reorganization a new corporation is
formed, all of the assets, after payment of its just obligations, shall be
transferred to a non-profit organization involved in sailing.[13]
SCHEDULE A - FEES AND DUES
Basic
Family $50.00
Associate members $25.00
Junior
members $25.00
[1] Simplified Nov-2001
[2] Revised Dec 7, 1995
[3] Revised Dec 7, 1995
[4] Revised Nov, 2001
[5] Revised Nov, 2001
[6] “Immediately” removed Nov, 2001
[7] “Majority” replaces “Unanimous” Nov, 2001
[8] Last sentence deleted Nov-2001
[9] Paragraph modified to allow freedom for Treasurer to easily pay the bills.
[10] Article VI revised Nov-2001
[11] “Commodore and Treasurer” changed to “Commodore or Treasurer” Nov-2001
[12] Proxy vote ability added Nov-2001
[13] Changed Nov-2001 to allow for merger and/or reorganization.