The Beacon Sloop Club

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Protecting the Hudson through
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The Beacon Sloop Club Bylaws

THIS IS CERTIFIED TO BE A TRUE COPY OF THE BEACON SLOOP CLUB, INC. BY LAWS AS PASSED BY THE BOARD OF DIRECTORS ON JANUARY 4, 1991.

BY LAWS
BEACON SLOOP CLUB. INC.

ARTICLE I

BEACON SLOOP CLUB, INC.

Section 1. BEACON SLOOP CLUB, INC. This corporation is and shall be known as the BEACON SLOOP CLUB, INC., hereinafter referred to as the "corporation".

Section 2. Nonprofit policy. The Corporation shall not be operated for profit, and its entire properties, assets, and facilities shall be devoted to the purposes for which it is organized as set forth in its constitution, as the same may from time to time be amended.

ARTICLE II

PURPOSES

The purposes for which the Corporation is formed are as follows, to wit:

Section 1. To promote and encourage interest in sound ecological practices affecting the Hudson River and its environs.

Section 2. To organize and arrange associated recreational activities such as picnics, crafts, festivals and other community gatherings on the waterfront of Beacon, New York

Section 3. To promote interest in sailing and foster good fellowship and safety in boating: to encourage the sport of boating: to promote the science of seamanship and navigation, and provide access to information and training in the skills and techniques thereof: and to provide and maintain a suitable clubhouse and anchorage for the use and recreation of its members.

ARTICLE III

PLACE OF BUSINESS

The office of the corporation shall be located in the city of Beacon, County of Dutchess, State of New York. The territory in which its operations are principally to be conducted is the Mid-Hudson Valley.

ARTICLE IV

MEMBERSHIP

Section 1. Powers and Intent. The membership of the Corporation shall consist of persons who are interested in advancing the purpose of the Corporation. The membership shall control the corporation through the annual election of officers.

Section 2. Clearwater. The membership must include at least ten (10) persons who are members in good standing of the Clearwater.

Section 3. Voting. Any member who is in good standing with the Club shall have the right to vote.

Section 4. Removal. A member may be suspended or removed from the Beacon Sloop Club, Inc. or a prospective member may be excluded for acts counter to the purpose of the Beacon Sloop Club, Inc. A hearing may be held, if he or she so desires. A majority vote of the Board of Directors is needed.

Section 5. Requirements. Membership requirements are as follows: Annual dues to be determined each year by a majority of the membership meeting. Anyone who cannot afford the dues can be accepted as a member if he/she is an active, working part of our Sloop Club. Any person who wants to be kept on the active membership list must return a filled-out membership form each year.

ARTICLE V

OFFICERS

President: The President shall preside at all meetings of the Corporation, enforce the By Laws and carry out the policy of the Club, call such meetings as are prescribed, and have such other powers as ordinarily accompany the office.

Vice President: During the absence or disability of the President, the vice President shall assume the responsibilities of the President.

Secretary: The Secretary shall keep an exact record of the proceedings of the corporation; have charge of the records of the Corporation; and in absence of both the President and the vice President at any meeting, call the meeting to order and preside over the election of an Acting President for the meeting.

Treasurer: The Treasurer shall have custody of the monies and investments belonging to the Corporation; make disbursements and investments of the Corporation's fund; keep proper books of account; and annually and at such other times as may be required submit a report of receipts and disbursements and the financial condition of the Corporation.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. Members. The Board of Directors shall consist of the President, the vice President, Secretary, Treasurer and the heads of active committees.

Section 2. Responsibilities. The Board of Directors shall be responsible for the operation of the Sloop Club between meetings, shall have the responsibility of establishing the items for the

agenda of the general meetings. It may exercise its judgment on matters which require disposition between membership meetings, and report such matters to the membership at the next meeting. This is subject to ratification or overruling by the majority of a general membership meeting.

Section 3. Election and Powers. Nominations for each of the officer positions will be accepted at the November meeting. Further nominations will be accepted at the December meeting before the voting commences.

Section 4. Number. The number of Board Members constituting the entire Board of Directors shall not be more than twenty-five (25) nor less than five (5) members and shall be fixed by resolution of the Board of Directors.

Section 5. Term of Office. The term of office is one year, to become effective on the first day of January of the year following the annual election.

Section 6. Vacancies. In case of any vacancy in the Board of Directors, a majority of the remaining Board Members may elect a successor to fill the unexpired term, and to serve until his or her successor shall be duly elected and qualified.

Section 7. Absences. If any Board Member shall fail to attend three (3) consecutive meetings of the Board of Directors without excuse accepted as satisfactory by the Board, such Board Member shall be deemed to have resigned and the vacancy shall be filled.

Section 8. Removal. At any meeting of the Board of Directors duly called, any Board Member may, be voted of two-thirds (2/3) of the entire Board, be removed from office and another may be elected by the Board to fill the unexpired term of the Board Member so removed.

Section 9. Meetings.

(a) The general membership meeting shall be held on the first Friday of every month.
(b) At all meetings, ten (10) voting members of the Sloop Club constitute a quorum.
(c) The Board of Directors shall meet prior to every scheduled membership meeting. Five (5) members of the Board of Directors shall constitute a quorum.
(d) Proxy voting is not permitted.

Section 10. Agenda for Regular Meetings. The agenda or order of business for each Regular Meeting shall include the following:
(a) Call to Order
(b) Approval of Minutes
(c) Financial Report
(d) Reports of Regular Committees
(e) Reports of Any Other Committees
(f) Report of the Board President
(g) Old Business
(h) New Business
(i) Adjournment

Section 11. Notice of Meetings. Notice of the time and place of every meeting of the Board shall be mailed not less than ten (10) nor more than twenty-five (25) days before the meeting, to each Board Member at his or her address set forth in the records of the Corporation.

Section 12. Waiver of Notice. Notice of a meeting need not be given to any Board Member who submits a signed written waiver thereof, whether before or after the meeting, nor to any Board Member who attends the meeting without protesting, prior thereto or as its commencement, the lack of notice to her or him.

Section 13. Quorum. Five (5) Board Members shall constitute a quorum at any meeting of the Board, and except as otherwise provided by law or herein, a majority in number of such quorum shall decide any questions that may come before the meeting. A majority of the Board Members present at any regular or special meeting, although less than a quorum, may adjourn the same from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting as which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called.

Section 14. Action without a Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof at a duly held meeting may be taken without a meeting if all member of the Board of Directors or the committee consent in writing to the adoption of a resolution authorizing the action. Such resolution and the written consents thereto by the members of the Board of Directors or committee shall be filed with the minutes of the proceedings of the Board of Directors or the committee.

Section 15. Active Committees. As soon as practicable each year the Board of Directors and upon recommendation of the President, the Board shall appoint the committees, each of which shall consist of at least one (1) Board Member and shall have the authority to carry out the purposes of the Corporation. In making these appointments, The Board shall designate the Chair of each committee other than the Finance Committee.

ARTICLE VII

OPERATIONS BUDGET

The Treasurer, together with the Board of Directors, will be responsible for collecting information pertaining to a plan of operations for the coming year in November of each year. The plan, complete with estimates of income and expenditures, will be presented and discussed in the December general meeting. The new Board of Directors will then amend the proposed budget and present it for voting at the January general meeting.

ARTICLE VIII

DISTRIBUTION OF ASSETS UPON DISSOLUTION

In the event of dissolution, all of the remaining assets and property, of the Corporation shall, after necessary expenses thereof, be distributed to such organizations as shall qualify under section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, or, to another organization to be used in such manner as in judgment of a Justice of the Supreme Court of the State of New York will best accomplish the general purposes for which this corporation was formed. Organizations to which such assets and property are distributed should have collections management policies similar to those of this Corporation.

ARTICLE IX

AMENDMENTS AND OTHER PROVISIONS

Section 1. Amendments. Amendments to these By Laws may be proposed by petition of any three (3) members of the Board of Directors or any ten (10) members of the Corporation.

If such an amendment is approved by the Board of Directors, it shall then be submitted for a vote by the General Membership and must pass by a two-thirds (2/3) majority of those voting.

Section 2. Conduct of Meeting. Except as otherwise provided in these By Laws, by applicable law or by resolution of the Board of Directors, all meetings of the Board or of any committee designated by the Board shall be conducted in conformity with Robert's Rule of Order. Revised, as amended from time to time.