Bylaws of The Wayzata Yacht Club, Inc.
Amended November 10, 2007
ARTICLE I – Officers and Directors
Section 1. Size of Board of Directors and List of Officers
A. The Board of Directors shall consist of fifteen (15) voting members, including the five officers of the club.
B. There shall be five officers of the Club: Commodore, Vice-Commodore, Treasurer, Secretary, and Rear Commodore.
C. There may be Emeritus members of the board. These are non-voting positions.
Section 2. Elections
A. Officers and directors shall be elected at each annual meeting of the Club membership as follows:
- The Officers (Commodore, Vice-Commodore, Secretary, and Treasurer) shall be elected by a majority of the members present, to serve for one year. The Rear Commodore shall be the immediate Past Commodore.
- Of the remaining ten directors, five shall be elected in even years and five in odd years. (Board Members shall be elected each year by a majority vote of the members present and shall hold office for two years).
B. The Commodore shall appoint a committee to present nominations for officers and directors to the Club membership. Nominations may also be made from the floor or by written request to the Election Nominating Committee.
C. Emeritus board members shall be conferred by unanimous vote of the board of directors to any individual deserving such special consideration.
Section 3. Vacancies
A. If a vacancy occurs in the office of Commodore, the Vice Commodore shall thereby become Commodore for the unexpired term, and the Directors shall, in that event, or in the event of any other vacancy in the office of Vice Commodore, choose another Vice Commodore to serve until the next annual election.
B. Vacancies in the office of Secretary and Treasurer shall be filled by the Board of Directors.
C. Any vacancy in the Board of Directors shall be filled by the Board of Directors.
ARTICLE II – Duties of the Directors
Section 1. Duties of the Directors
A. The Board of Directors, by themselves and through the officers and committees of the Club, shall be responsible for the management of all affairs relating to the Club, and shall exercise the authority implied therein. Except as specified by these Bylaws, committee duties shall be defined by the Directors.
B. The Directors and Emeritus members shall meet from time to time for the purpose of conducting the business of the Club. Seven voting members of the Board shall constitute a quorum at all meetings. The Commodore shall be responsible for notifying all Directors of proposed meeting dates and times, and if present, shall preside at all meetings. The Commodore, as chairperson at these meetings, shall be privileged to vote on all questions coming before the Board. In other respects, the Board may adopt such rules of order, as they may deem advisable.
C. The Board of Directors shall approve and ratify the annual budget of the Club as presented by the Commodore.
ARTICLE III - Duties of Officers
Section 1. Duties of the Commodore
It shall be the duty of the Commodore to take command of the fleet, to preside at all meetings of the Club membership and the Board of Directors, and to enforce the laws and regulations of the Club. The Commodore may call a meeting of the Club membership or of the Board of Directors at their discretion, and shall do so at the written request of three members. The Commodore shall also recommend and nominate before the Board of Directors all chairs and members of committees for the Club. As soon as possible after each annual meeting and pursuant to the recommendations of the Directors, the Commodore shall appoint a Race Committee and such other committees as deemed appropriate to facilitate the management of the Club during the following year. The Commodore shall oversee the preparation of an annual budget for presentation to the Board of Directors.
Section 2. Duties of the Vice-Commodore
It shall be the duty of the Vice-Commodore, in the absence of the Commodore, to assume all the duties of the Commodore. At all other times the Vice Commodore shall act on behalf of the Club and the Commodore in such capacities as the Commodore and the Board of Directors may define.
Section 3. Duties of the Secretary
It shall be the duty of the Secretary to keep a record of the meetings of the Club membership and the Directors in a book provided for that purpose; to keep a correct role of all members; to keep a list showing the name, class, racing number and ownership of each yacht enrolled in the fleet; to keep a current mooring priority list; to notify all members-elect of their election as officers or directors and the requirements for qualification; to notify the members of all Club membership meetings and to send out all other notices and announcements of the Club; and to supervise every revision and printing of the Club membership roster.
Section 4. Duties of the Treasurer
It shall be the duty of the Treasurer to oversee and be responsible for all financial records, transactions and activities of the Club. The Treasurer shall also report to the Club membership from time to time and at each annual meeting regarding the full financial conditions of the Club. The Treasurer shall also oversee the notification of delinquent members of their liability for penalties fixed by these Bylaws.
ARTICLE IV – Membership
Section 1. Classes of Membership
A. There shall be five classes of membership: (1) Full, (2) Skipper, (3) Crew, (4) Association, and (5) Honorary.
B. Full Membership. (Formerly known as Family Membership). The voting members of this corporation shall be the Full Members. Full Membership extends the privileges of membership, as provided in the Bylaws, to the Full Member, his or her spouse, and his or her children under age of 25. A Full Member shall be entitled to one vote. A vote may not be cast by proxy at any meeting except that in the absence of the Full Member, the Full Member's spouse, if present at the meeting may vote in the place of the absent member. A Full Member shall be eligible to vote provided he or she is not in arrears on dues or assessments. The application for Full Membership shall identify the member of the household to be enrolled as Full Member.
B1. Provisional Status. Provisional Membership shall represent the status of an applicant for Full Membership for up to the first two years of membership. A Provisional Member along with his or her spouse, and children under age 25, shall enjoy all the privileges of Full Membership except the right to vote at any annual or special meeting or the right to hold office. At least annually, the Board will review Provisional Members status for appropriate motion to Full Member status. The Board shall publish criteria for promotion to Full Membership.
C. Skipper Membership. A Skipper Membership is required by any individual qualifying "member on board" for an unlimited number of races. Owners of recognized class boats are excluded from this membership, except that persons holding an ownership interest in a yacht otherwise owned and registered with the Club by a Full Member must hold either a Skipper Membership or a Full Membership in the Club. Failure to comply with this will result in the yacht's disqualification from racing. Skipper Memberships do not constitute membership in the corporation, shall not confer on its holder the right to vote, hold office, or receive mooring priority and are subject to renewal annually.
D. Crew Membership. A Crew Membership is required by any individual who becomes regular crew on a yacht or who has participated in more than five races in a season. A Crew Member receives Club mailings and may participate in Club activities but is not entitled to vote, hold office or receive mooring priority. Crew Memberships are subject to renewal annually.
E. Association Membership. An Association Membership may be granted to a sailing Association by the WYC Board provided the mission of the Association seeking such membership is judged by the WYC Board to be consistent with WYC’s purpose and vision. An Association Membership receives Club mailings (one set) and may participate in Club activities, but will not be entitled to a membership certificate nor will it confer on its holder the right to vote or hold office. An Association Membership is entitled to Mooring Priority, except no more than four (4) Association Memberships may be moored in the WYC marina at any given time. Association Membership is subject to renewal annually. Termination of Association Membership and corresponding mooring priority is subject to Article IV, section 3, below, or the following paragraph entitled "Special Review and Termination." The association agrees to be responsible for the acts of its members and the Association Membership may be terminated due to the acts of its members. Each member of the association is subject to WYC membership requirements (see Skipper, and Crew definitions above.)
- Special Review and Termination: In addition to any provision herein, the WYC Board, upon notice, may place the association on probation for one year requiring the association prove to the WYC Board of Directors that the association is (1) meeting its designated mission, and (2) such mission is consistent with WYC’s contemporary purpose and vision. At the end of the year of probation, the Association Membership and mooring priority may be terminated based upon a majority vote of the WYC Board of Directors. Termination will not relieve an Association Member from any liability for any indebtedness to the Club.
F. Honorary Membership. Honorary Membership shall be conferred by unanimous vote of the Board of Directors to any individual deserving such special consideration. Honorary Members shall have all privileges of membership except the rights to vote, hold office, or maintain a mooring priority.
Section 2. Selection of Members
A. The Membership Committee shall be a special committee appointed annually by the Commodore.
B. A person desiring Full Membership, Skipper Membership, or Crew Membership, in the Club must submit a written application and payment for all applicable fees to the WYC’s administration as designated by the Board.
C. Upon WYC’s acceptance of payment of applicable fees and completing the application for Full Membership, the applicant will be deemed a Provisional Member. Provisional Members shall become Full Members upon majority vote of the Board as set forth herein. A Provisional Member who fails to receive Board approval for Full Membership shall have the entry fee refunded in full, less any arrearages due to the Club. Such Provisional Member may reapply for Full Membership under these Bylaws at any time.
D. A sailing organization desiring Association Membership in the Club must submit a written application and payment for all fees to WYC’s administration as designated by the Board. This application will include, but is not limited to, (i) the member of the association to be enrolled as representative member, and (ii) the mission and organization of the association. If any applicant is recommended by the Membership Committee to become an Association Member and receives approval by the WYC Board of Directors upon majority vote of the Board of Directors, the association will be deemed to be an Association Member for one year subject to annual renewal.
E. No applicant will be denied membership because of sex, race, creed or national origin.
Section 3. Termination of Membership
A. Memberships are not assignable except that the surviving spouse of a deceased Full Member shall be automatically recognized as a Full Member unless application is made to terminate such membership. Memberships may also be terminated by voluntary resignation or expulsion.
B. Any member who shall willfully violate any of the rules of the Club or who shall be guilty of such misconduct as to be unworthy of the Privileges of membership may be expelled by the Board of Directors. What constitutes misconduct shall be determined by the Board of Directors without appeal. Expulsion proceedings shall be initiated upon written complaint or charges preferred by any member and notice thereof with the time and place of hearing shall be given to the accused member, who shall then be permitted to appear before the Board of Directors and testify with reference to the charges. No member shall be expelled or suspended except by the vote of three/fourths of the Board of Directors. Expulsion shall not relieve a member from any liability for any indebtedness to the Club.
C. Entry (membership certificate) fees are non refundable.
D. Any member who has resigned or forfeited his or her membership goes to inactive status.
Section 4. Change of Membership Status
A. Any member desiring to change his or her class of membership may petition the Membership Committee stating their qualifications and reasons for seeking the change, and the Membership Committee shall act upon this petition exactly as if it pertained to a new membership.
B. Dues and fees paid under any previous class of membership shall be credited to the fees payable upon acceptance into a new class of membership.
C. A Full Member may request "inactive" status. A Full Member in arrears on dues and assessments for more than one year shall be placed on inactive status. Inactive status shall relieve the Full Member of obligation for annual dues and subsequent assessments. Inactive Full Members shall not be entitled to vote or hold office or to any of the other privileges of Full Membership. Inactive Full Members shall lose their mooring priority number.
D. An inactive Full Member shall be reinstated to "active" status upon application provided he or she pay any assessment levied upon Full Members during the period of inactive status. A returning Full member’s original entry fee will apply toward the then current entry fee. A new mooring priority number shall be assigned to such member according to the date of application for reinstatement. Returning members qualifying under the grandfather status defined in Article VII, Section 4 of these By-Laws, will be placed into the first mooring priority group as referenced Article VII, Section 1. Returning Full Members wishing to keep their original mooring priority number must pay back past membership dues for inactive years.
ARTICLE V - Entry Fee and Dues
Section 1. Full Member Entry Fee
Full Members shall pay an entry fee in addition to dues upon application. Such fee shall be set by the Board of Directors and is non refundable. Currently $400.
Section 2. Annual Dues
The applicable dues and fees shall be determined each year by the Board of Directors. Failure to pay applicable dues and fees by the due date shall render the delinquent member ineligible for mooring and participation in Club activities for the period of delinquency. The names of all these members may be posted in the Clubhouse on June 1st of each year. The Board may also prescribe a late fee not to exceed 10% of the annual dues and fees which delinquent members shall be required to pay.
Section 3. Notice of Fees and Dues
The Board of Directors shall publish a schedule of fees and dues each year on or before a date not less than 30 days prior to deadline for fees and dues payment, and this schedule shall remain in effect for one year from its date of adoption, except in the event of exceptional or unforeseen circumstances requiring discretionary action by the Board.
Section 4. Mooring Fees
The Board shall set a fee for mooring, docking, or other fees associated with maintaining a yacht at the Club facility or marina.
Section 5. Honorary Members
Honorary Members shall not be assessed fees or dues.
Article VI - Yacht Classes
Section 1. Racing Classes
Sailboat racing classes shall be limited to six recognized classes plus an "establishment" class. A recognized class may have a separate start, may be divided into multiple starts, or may be started with another class at the discretion of the Race Committee subject to approval of the Board of Directors. All members of recognized classes must be Provisional or Full Members. All yachts enrolled in a recognized class must be owned in whole or part by a Provisional Member or Full Member or Association Member.
Section 2. Racing Class Recognition
Yacht owners may petition to organize a recognized class providing there are less than six classes. At least five owners must form a petition seeking approval of the Board of Directors to race the as the Establishment class. If the petition is approved and the petitioning class succeeds in having at least five (5) yachts finish in three (3) of the A, B, C, G, T, or M Series, it shall be eligible for class recognition in the case of an opening for a new class. In the case of multiple class application, eligibility priority shall be established by Board action. A yacht shall be deemed to finish a Series if it meets the minimum requirements established by the Race Committee.
Section 3. Disestablishment of Racing Classes
A recognized racing class that does not maintain a minimum participation may upon action of the Board of Directors be disestablished for the following racing season. Once the class is disestablished, the class must go through the reestablishment procedures outlined in Section 2. Minimum participation shall be satisfied if at least four yachts complete three of the A B, C, G, T, or M Series. Completion means the yacht must finish four of six races if six races are counted or four of five races, three of four races, or if less, all the races counted. One-design racing classes with no alternative recognized class in which they qualify shall have two seasons to meet minimum participation requirements.
Section 4. Change in Ownership to Establish New Class
Each member, when buying or selling a yacht, shall give notice to the Secretary. A Full Member who disposes of their yacht or replaces it with a yacht of a non-recognized class shall have the opportunity until the completion of the next full summer racing season to join with four other boats of the same class and petition for recognition. During this period, they shall not relinquish any mooring priority granted under ARTICLE VIl, Section 1. If this new yacht does not become a recognized racing class within this period the member shall lose their mooring priority among racing class yachts for the next season and until such time as he or she becomes a member of a recognized racing class.
Section 5. Small Boat Racing Classes
In addition to the six recognized racing classes, the Board will designate the racing classes, racing schedule, and applicable fees and dues for members participating in the small boat racing members on an annual basis.
ARTICLE VII – Mooring
Section 1. Mooring Priorities
A priority list has been established initially by drawing, and, thereafter, according to date of Full Membership application, including payment of fees, subject to final acceptance. The Secretary will maintain this list in current status at all times. Mooring priorities at Club facilities within the priority list will be assigned with preference given the following order:
1st: Commencing in 1976, Provisional and Full Members owning yachts part of a recognized racing class on the date set for filing mooring applications who raced his or her yacht in at least six races during the preceding season and Association Members who raced 15 races during the preceding season and members exempt from the six race requirement under Section 4 hereof.
2nd: Provisional and Full Members owning yachts part of a recognized racing class on the date set for filing mooring applications who did not complete 6 races during the preceding season and Association Members who did not complete 15 races during the preceding season.
3rd: Provisional and Full Members and Association Members owning yachts that are not part of a recognized racing class.
4th: New Provisional and Association Members according to date of application.Priorities within all categories shall be determined by priority number. Assignments of yachts to individual slips and buoys shall not necessarily be according to priority but shall be assigned at the discretion of the Dock Committee Chairperson based on the most efficient use of the marina. Only races finished in the Full Member classes with the required "membership-on-board", as defined in the then-current WYC Sailing Instructions, will be counted.
Section 2. Mooring
This Article shall apply to all yachts either moored at buoys or docked at the Club marina facilities. A Full or Association Member must notify the Secretary by the date set annually by the Board of Directors if they intend to moor a yacht at Club facilities.
Section 3. Assignment of Moorings
Assignment of moorings will be done as soon as practical after receipt of membership renewals by a method approved by the Board of Directors.
Section 4. Five Year Participation Status
Any Full Member, owning a yacht qualified within a Club racing fleet, who has met the six-race participation requirement during any five preceding racing seasons, may maintain his or her mooring priority without meeting the six-race requirement, in any year such member chooses not to moor at the Club facility. Not withstanding such provision, any Full Member who elects to moor at the Club facility must meet the six-race requirement during such season of mooring in order to maintain his or her priority for the forthcoming season. Any active member who has maintained continuous active Full Membership since 1967 or prior years shall be exempt from the six-race requirement in order to maintain mooring priority. An Association Member may not avail themselves to this provision.
Section 5. Multiple Owner Yacht
In a case where a yacht is owned by several persons, all owners must hold either Full, Provisional, or Skipper Membership in the Club to render the yacht eligible for mooring. Where the yacht is eligible for mooring, priority assignment will be based on the lowest priority number held by any member/ owner with a 10% or greater equity interest. It shall be grounds to remove a member to the bottom of the mooring priority list if such member misrepresents the holding of an equity ownership in a yacht in order to secure mooring priority to that yacht. The six race requirement is met in the case of a multiple ownership yacht by finishing six scheduled races for each Full (or Provisional) Member/owner of the yacht. Only races finished in the recognized racing classes with the required "membership-on-board", as defined in the then-current WYC Sailing Instructions, will be counted. An Association Membership is not subject to this section; an Association Member is required to finish fifteen WYC races. Only races finished in the recognized racing classes with the required "membership-on-board", as defined in the then-current WYC Sailing Instructions, will be counted.
Section 6. Transferability
Mooring priority may not be sold or assigned for any reason except as provided herein.
- When a Full or Provisional Member dies, the surviving spouse may assume that priority eligibility during the tenure of his or her membership. Children of a deceased member who are or become Provisional or Full Members within six months of the member's death or the death of the member's surviving spouse, may retain the mooring priority of their deceased parent. Where both the children and surviving spouse lay claim to the deceased member's mooring priority, the spouse shall prevail during the tenure of the spouse's membership.
- In the event of dissolution, the spouse not identified to be enrolled as the Full Member has until one year from the date of dissolution to apply for their own Full Membership and pay the applicable fees in order to receive the same mooring priority as their spouse. In such event, while the spouse is entitled to retaining mooring status including the 5-year grandfather status, the spouse is required to pay an additional entry fee and all applicable fees and dues. After one year from dissolution, any spouse applying for a Full Membership will be treated as an application for Provisional Membership.
- Association Membership may not be assigned to any party in any manner without the prior written consent of the WYC Board of Directors requiring majority vote of the Board of Directors.
ARTICLE VIll – Meetings
Section 1. Semiannual Meetings
There shall be semiannual meetings of the membership held in Hennepin County, Minnesota, in April and November at a time and place designated by the Commodore, of which fourteen (14) days notice shall be given by the Secretary to the membership. Officers and Directors shall be elected at the November meeting.
Section 2. Special Meetings
In addition to the semiannual meetings, special meetings may be held at any time at a place designated by a majority of the Directors, provided that fourteen (14) days prior notice thereof, stating the object of the meeting, has been given to the members. Special meetings may not consider any topic not identified in the notice of the meeting.
Section 3. Informal Meetings
Informal meetings may be called by the Commodore at any time without notice but no business except of a temporary character will be in order at such meeting.
Section 4. Quorum
Ten percent (10%) of the enrolled Full Members must be present in person at any Club membership meeting to constitute a quorum for the transaction of business. In counting a quorum, the spouse of an absent Full Member shall be counted if present.
Section 5. Order of Business
The order of business at each meeting shall be as follows:
- First - Reading of Minutes of Last Meeting
- Second - Reports of Officers and Committees
- Third - Election of Officers and Directors (November meeting only)
- Fourth - Business per Agenda
- Fifth – Adjournment
Section 6. Notice and Agenda
The agenda of a semiannual meeting shall be established by the Board. Notice of the meeting shall include a statement of the agenda. The agenda may not be altered except by vote of 60% of the persons at the meeting, eligible to vote.
Section 7. Balloting
Votes may be cast at any meeting either by mail or in person. The notice of the meeting shall include a mail ballot. Mail ballots shall be in a form approved by the Board and may be counted only if received by the Club Secretary before the meeting is called to order. Mail ballots shall not be counted to establish a quorum. Members voting by mail shall waive their right to vote on matters raised at the meeting but not set forth in the agenda.
Section 8. Rule of Order
Roberts' Rule of Order shall be the authority to decide any question or order not herein provided for.
ARTICLE IX - Amendments and Alterations
These Bylaws may be amended or changed at any semiannual or special meeting of the Club by a two/thirds (2/3) vote of the members voting, providing notice contained the substance of such proposed amendment or change has been given to the notice of the meeting.