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BY LAW AS AMENDED BY THE GENERAL MEMBERSHIP NOVEMBER, 2003
ARTICLE I – IDENTIFICATION
1. The name of this not-for-profit corporation shall be SARASOTA SAILING SQUADRON, INC. (hereinafter referred to as “Squadron”).
2. The Squadron burgee shall be a pointed flag; the fly one and one-half (I .5) times the hoist. The colors shall be, from truck to tip, red, white and blue; the red to measure one-quarter (1/4), the white one-quarter (1/4), and the blue one-half (1/2 ) the length of the fly, measured through the center of the flag. The white will take the form of a stylized “S”.
ARTICLE – II PURPOSE
The purpose of the Squadron shall be to encourage the sport of sailing, to promote the science of seamanship and navigation, to sponsor cruises, races and instruction classes for adults and children, and to foster a spirit of good fellowship, courtesy and sportsmanship; to provide entertainment and refreshments for members and their guests.
ARTICLE III- OFFICERS AND EXECUTIVE COMMITTEE
1. The officers of the Squadron shall be a Commodore, Vice Commodore, Rear Commodore, Secretary, and Treasurer, all of whom shall be members in good standing and shall be the only members of the Executive Committee. The Commodore shall be the Chairman of the Executive Committee. Three members of the committee shall constitute a quorum. Once a quorum is attained, the departure of members necessary to maintain the quorum will not affect the validity of the meeting. The Executive Committee shall meet at the Commodore’s discretion.
2. The Executive Committee shall
a. Have active management of the Squadron, its grounds, docks and anchorages, and activities;
b.ANNUAL BUDGET. Review the budget recommendations of the Finance Committee and shall prepare a capital expenditure budget and an operating budget for presentation, approval and adoption by the Board at the first meeting of the Board in January (“Annual Budget”).
CAPITAL BUDGET. Prior to the Board granting approval for any single capital expenditure in excess of $5,000, or approval of substantial modifications to the physical plant of the Squadron, the Executive Committee shall certify consistency with the adopted Long Range Plan, if addressed by the Long Range Plan, and the need, urgency, value, and alternatives, to the expenditure or modification and whether multiple bids should be solicited. Thereafter during the fiscal year, if an expenditure or modification was not adopted in the Annual Budget, the Executive Committee shall review the proposed expenditure for consistency with the Long Range Plan and/or, if not addressed by the Long Range Plan, the need, urgency, value, alternatives, and whether multiple bids for the capital project should be solicited. The Board shall not grant authorization for the disbursement of funds for any single capital expenditure in excess of $5,000 or approval of substantial modifications to the physical plant that are not consistent with the Long Range Plan, unless the Board finds by a two-thirds (2/3) vote of the total membership of the Board that a deviation from the Long-Range Plan would clearly be in the best interest of the Squadron.
OPERATING BUDGET. During the fiscal year, prior to the Board granting approval of any increase to the operating budget in excess of $5,000 for any single line item in excess of the projected budget for the month of expenditure, the Executive Committee shall review the proposed increase for need, urgency, value, and alternatives to such expenditure.
c. With the approval of the Board of Directors, have the authority to hire and discharge a manager who shall be an employee of the Squadron and be paid such compensation as the Executive Committee shall determine. The Manager shall carry out such duties and responsibilities regarding the care and maintenance of the Squadron property as the Board/Executive Committee shall designate. The Manager shall cooperate with and report on his activities at regular meetings of the Executive Committee. The Manager shall assist the standing committees of the Squadron in the performance of their duties and obligations. The Executive Committee shall establish a bank account for the use of the Squadron Manager through which the Manager can pay day- to-day bills. The manager may be required to post such bond as the Executive Committee shall determine. The Squadron will pay for bonding of the Manager if required.
3. The Chairman of the Executive committee shall make a full report of its the Executive Committee activities to the Board of Directors at the next meeting of the Board.
4. The term of all officers shall be for one year or until their successors are elected. No person shall serve on the board for more than eight (8) consecutive years. The Commodore shall not be eligible for the same office for more than two (2) consecutive terms.
5. It shall be the duty of the Commodore to preside at meetings. The Commodore shall appoint all committee chairpersons and shall have the authority to remove or replace any committee member except as otherwise specified herein. The Commodore may appoint and dissolve special committees at his discretion. The Commodore shall be an ex-officio member of all committees and shall cause a monthly newsletter to be distributed to the membership. The Commodore shall have command of the Squadron and shall call a meeting of the Board of Directors not less than once each month and special meetings of the Board as provided for in these Bylaws. The Commodore shall appoint an election judge and committee, whom are neither a Squadron Board member or Board member of any affiliated organization to preside over the election process. An affiliated organization throughout the By Laws shall refer to the following organizations, Youth Sailing Program, Luffing Lassies, Salt, Red Cross and YMCA. The Commodore shall make a full report of all property belonging to the Squadron, both real and personal, the condition thereof, and present said report to the membership at the Annual Membership Meeting.
6. It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of his duties and to officiate for and perform the duties of the Commodore in the Commodore’s absence. The Vice Commodore shall oversee any committees appointed by the Commodore. The Vice Commodore is the chairman of the Race Committee. The Vice Commodore shall be in overall charge of the sailing activities of the Squadron to include, but not be limited to, determining the racing schedule, trophies, race budgets, and special event regattas, including the Labor Day Regatta, and is responsible for advertising racing activities and results with the local media and the BURGEE. With the Education Coordinator, the Vice Commodore shall schedule race/sailing oriented presentations for the membership
7. It shall be the duty of the Rear Commodore to assist all other officers in the discharge of their duties and to officiate for and perform the several duties of the Commodore when both the Commodore and the Vice Commodore are absent or unable to perform said duties. The Rear Commodore shall be responsible for the care and maintenance of the existing Squadron buildings and grounds and shall oversee all plans for improvements or additions to buildings and grounds and assist the manager at monthly work parties. The Rear Commodore shall serve as Chairman of the Long Range Planning Committee/Building Committee.
8. The Secretary shall keep written minutes of all board and membership meetings and shall report at each meeting. The Secretary shall keep all Squadron records except those pertaining to the office of Treasurer. The Secretary shall keep a written record of all votes and decisions made at meetings of the Executive Committee. The Secretary shall post approved minutes on the Squadron bulletin board monthly. The Secretary shall be chairman of the Standing Rules Committee.
9. The Treasurer shall oversee the collection of all funds due the Squadron and all disbursements of funds of the Squadron as authorized by the Executive Committee. In this connection, the Executive Committee may give such general authority to write checks as the Executive Committee shall deem appropriate. The Executive Committee may require the Treasurer to be bonded; if so the Squadron will pay for the bond. The Squadron’s funds shall be kept in a bank depository approved by the Executive Committee and checks may be drawn on such depository for deposit in the Squadron’s regular operating account by such of the officers or management as the Executive Committee shall designate.
The Board Of Directors shall have the authority to review and overrule the decisions made by the Executive Committee pursuant to this paragraph. The bank account maintained by the Squadron pursuant to this paragraph shall be known as the General Treasury and the Treasurer shall report as to the condition of this account and all other accounts maintained by the Squadron at each regular meeting of the Board and at the membership meetings upon request.
The Treasurer shall ensure that an accurate record of the membership of the Squadron is maintained and that a written list of members in good standing is kept up to date. Additionally, the Treasurer shall be responsible for the following: establish guidelines for proper office accounting procedures and practices in accordance with generally accepted accounting policy and procedure except books may be kept on a cash basis; establish guidelines for investment of excess funds; establish guidelines for the preparation and presentation of the monthly Treasurer’s report. The Treasurer shall be chairman of the Finance Committee.
ARTICLE IV – BOARD OF DIRECTORS
1. The affairs of the Squadron shall be managed by a Board consisting of ten directors who shall be members in good standing. A Squadron Board member cannot serve on the Board of any affiliated organization at the same time. Said board shall be presided over by the Commodore, who will be an active Board member and who shall only vote in the case of a tie vote. Directors, officers and committee members serve without compensation.
2. The immediate past Commodore shall automatically become an advisor to the Board of Directors for one year.
3. There shall be a regular meeting of the Board once each month, the date, time and location of said meeting to be announced in advance in the Squadron newsletter, THE BURGEE. Special meetings of the Board may be convened upon the request of the Commodore or any three members of the Board. Notification, means of notice, date, time and location shall be determined at the discretion of the Commodore.
4. Five members of the Board shall constitute a quorum to do business. Once a quorum is attained, the departure of members necessary to maintain the quorum will not affect the validity of the meeting.
5. Each Officer and Director, who must be in good standing, shall hold office from the date of their election or appointment until the next Annual Membership Meeting or until the Officer is removed or resigns. No person shall serve on the Board for more than (8) consecutive years.
6. The Board may fill any vacancies among the Officers or Directors by a vote of a majority of those present at the next scheduled meeting of the Board. The replacement will hold office until the following Annual Membership Meeting. Board members are required to attend all scheduled meetings of the Board. Any officer or Director who is absent from two consecutive Board meetings without reasonable cause or excuse may be removed from his position as an Officer or Director by the Board.
7. A Board Member having a financial interest in any matter before the Board shall abstain from voting on that matter.
8. The Commodore, Vice Commodore and Rear Commodore shall be known as Flag Officers.
9.One member of the Board who is not a Flag Officer shall be designated as Race Captain. The Race Captain shall, in cooperation with the Vice Commodore, encourage the development of the various fleets resident at the Squadron. The Race Captain shall oversee all matters relative to race equipment, computer data entry and Race Committee personnel.
10.One Member of the Board who is not a Flag Officer shall be designated as Fleet Captain. The Fleet Captain shall oversee a report to the Board as to the status and current inventory of all stored, parked and moored boats. The Fleet Captain shall be chairman of the Mooring Committee and shall oversee and encourage the promotion of Squadron cruising activities as planned by the Cruising Committee The Fleet Captain shall ensure that the Board is kept informed of any regulatory or governments proposals or changes in laws or regulations that may affect the mooring field and it’s future viability for member use.
11. One member of the Board who is not Flag Officer shall be designated as the Measurer. The Measurer shall be in charge of the PHRF fleet ratings, Portsmouth Handicap Ratings and shall serve as representative to the Florida Sailing Association and other special events. The Measurer shall, in cooperation with the Vice Commodore, maintain a list of all boats owned by Squadron members that race as One Design or PHRF and resolve all handicap disputes. The Measurer is the Squadron’s official delegate to the Suncoast PHRF Council and shall attend all regular meetings of the Council and shall supply pertinent information from those meetings to the membership.
12. One member of the Board who is not a Flag Officer shall be designated as Social Coordinator to oversee the activities of the Entertainment Committee. The Social Coordinator is the chairman of the Entertainment Committee and shall oversee contacting old and new members to involve them in Squadron activities.
13. One member of the Board who is not a Flag Officer shall be designated as Education Coordinator to oversee the activities of the
Education Committee. The Education Coordinator shall be the chairman of the Education Committee. The Education Coordinator is responsible for coordination between the Board and the Youth Sailing Program, Red Cross, YMCA, SALT and Luffing Lassies. The Education Coordinator will schedule monthly seminars, lectures, and videos on topic of interest to the membership. The Education Coordinator is responsible for advertising these events if considered necessary.
14. It is the intent of these Bylaws that every standing committee shall report to a member of the Board of Directors who shall in turn report the activities of the committees at each regular monthly meeting of the board.
15. A Board member having a financial interest in any matter before the Board is expected to abstain from voting on that matter.
ARTICLE V – ELECTIONS
1. The election of officers and board members will be held annually at the November general membership meeting. Nominations for any office may be made by any of the following methods;
a.Nominating Committee, appointed by the Commodore and approved by the Board in June, will be announced in the July BURGEE. Their slate shall then be announced in the September BURGEE.
b.Additional individual nominations may be made by a single letter of nomination, which must be signed by ten adult members of the Squadron and sent to the election judge. In order to be included on the October Ballot these letters must be submitted by the October Burgee deadline.
c. At the Annual Membership Meeting, nominations for officers and directors may also be made from the floor.
2. An election judge and committee who will be responsible for the ballot and the election process, shall be appointed by the Commodore and approved by the Board by August 15. The judge shall report to the Board on the accuracy and validity of the election process.
ARTICLE VI – COMMITTEES
1. Notice, waiver of notice, time and location, quorum and voting requirements of all committees shall be determined by each committee chairman.
2. A Nominating Committee shall be appointed by the Commodore, and approved by the Board, to select qualified nominees for positions on the Board of Directors prior to the November elections. The Nominating Committee shall consist of five (5) members in good standing with the chairman to be a retiring or former Board member. The committee shall be selected in June and announced in the July BURGEE. An announcement shall be posted in the clubhouse advertising the available positions to the Board with a nomination sheet attached. The nomination sheet shall be considered by the nominating committee. Members of the Nominating Committee and members of their household shall not be nominated for Board positions. The Nominating Committee shall nominate qualified candidates to each board position. In the event a nominee changes position or removes themselves from the process, the Nominating Committee shall have the sole responsibility of filling the vacancy. This may require special mailing of a revised ballot.
3. There shall be seven (7) standing committees as follows:
a. The Membership Committee shall in general be responsible for directing new members into their area of interest. The Membership Committee shall attend and assist with Squadron social events, work parties and other Squadron events to better acquaint themselves with new members. The Membership Committee shall be in charge of preparing and updating the annual membership directory. The Membership Committee Chairman shall report to the Director designated as the Social Coordinator on the Board of Directors.
b.The Education Committee will be the overall liaison for all educational activities that take place under Squadron auspices. The Education Coordinator shall be chairman of the Education Committee.
c. The Race Committee shall have the responsibility to plan, organize and execute all Squadron racing events. The Race Committee shall report to the Vice Commodore.
d. The Cruise Committee shall have the responsibility to plan, organize and execute all Squadron cruising events. The Cruise Committee Chairman shall report to the Fleet Captain.
e. The Entertainment Committee shall be responsible for all non-sailing Squadron social oriented activities of the Squadron. and shall report to the member of the Board of Directors designated as Social Coordinator. The Social Coordinator is chairman of the Entertainment Committee.
f. The Standing Rules Committee shall be responsible for keeping the Standing Rules of the club up to date. The Secretary will be chairman of the Standing Rules Committee.
g. The Long Range Planning Committee/Building Committee:
i) shall be established to consider all aspects of the Squadron’s future needs, problems and activities and to conduct such investigations as are necessary and advisable. This committee shall review the most recently adopted Long Range Plan and if changes are necessary, recommend to the Board amendments thereto, if any. The committee’s recommendations shall be submitted in draft form to the Board at the August meeting of the Board of Directors. Any recommendations will be discussed at the September meeting of the Board of Directors and final approval shall be made at the October meeting of the Board of Directors.
ii) The Commodore shall appoint the Long Range Planning/Building Committee and it shall consist of a minimum of three (3) members and as many additional members as the Commodore chairman deems advisable. Long Range Planning Committee members shall serve with staggered 3 (three) and one (1) year term. The Chairman of the Long Range Planning/Building committee shall be the Rear Commodore.
h. The Finance Committee shall consist of three (3) members. The Treasurer shall be the chairman of the Finance Committee. The duties of the Finance committee shall be to prepare and submit to the Executive Committee the annual operating and capital expenditure budgets for the Squadron before the budgets are presented to the board for approval in January. The Manager shall assist the committee in the preparation of the budgets.
i. The Mooring Committee shall be responsible for overseeing the condition of moorings and moored boats and shall report to the Fleet Captain.
ARTICLE VII -DUES AND FEES
1. Dues and fees shall be set by the board as well as the time and manner of their payment.
2. Dues are non-refundable and non-pro-ratable in the event a membership is voluntarily or involuntarily terminated.
3. Any member who shall neglect to pay dues or other indebtedness to the Squadron for a period of sixty (60) days after they become due shall forfeit all privileges and if said dues or other indebtedness is not paid within ninety (90) days after they become due, said member’s membership in the Squadron shall automatically be revoked.
4. Loss of privileges after sixty (60) days of delinquency shall include loss of the right to vote in all meetings of the Squadron, the right of participation in Squadron activities such as competitions and social activities, or the use of the Squadron facilities and the use of the Squadron name in entering outside events.
5. Any member that has lost membership pursuant to this Article and that wishes to rejoin the Squadron must do so as provided in Article IX, Section 6 of these Bylaws.
ARTICLE VIII – GENERAL MEMBERSHIP MEETINGS
1. The Annual Membership meeting of the Squadron membership shall be held each year in November. At the Annual Membership Meeting members shall elect the officers and directors and they shall assume their duties immediately.
2. Special meetings of the Squadron general membership may be called at any time by a majority vote of a quorum of the Board of Directors or by the Commodore with the approval of two members of the Board or by consensus of 10 percent (10%) or more of the members.
3. Notice of the date, time and location of the Annual Membership Meeting and other special membership meetings shall be made by announcement in the BURGEE to all members in good standing at least fourteen (14) days prior to the meeting.
4. A minimum of 10 percent (10%) of the voting membership must be present in person or by ballot to constitute a quorum to conduct an Annual Membership meeting. A minimum of five percent (5%) of the voting membership must be present in person or by proxy to constitute a quorum to conduct a special membership meeting. Once a quorum is attained, the departure of members necessary to maintain the quorum will not affect the validity of the meeting.
5. All meetings shall be conducted according to Robert’s Rules of Order.
ARTICLE IX – MEMBERSHIP
1. Membership in the Squadron is open to all persons interested in sailing regardless of race, creed, sex or color.
2. Squadron membership is not transferable and no member has any right to any specific property or rights of the Squadron. Membership privileges shall be determined by the Board of Directors from time to time and may be changed at any time without notice. No member has any vested right or interest to any specific privilege, use, right or other interest which may have existed prior to a change of the membership privileges by the Board.
3. There shall be one class of membership whether single or family. Each membership will have one (1) vote which may be exercised in person or by proxy at duly called meetings of the membership. Each membership will pay annual dues pursuant to the current rate schedule determined by the Board. Each child up to the age of 21 living at home will be part of that membership. When such child reaches the age of 21 they will no longer be a member of the Squadron, but will have the opportunity to join the Squadron apart from their family without paying the initiation fee. This no-initiation-fee opportunity may only be taken during the year the child turns 21.
4. Any person who, in the opinion of the Board of Directors, shall have made an outstanding contribution to the welfare of the community or to the Squadron, may, upon approval of all members of the Board be elected an Honorary Member in the Squadron. Such Honorary Membership shall be subject to annual renewal at the December Board meeting. Honorary members shall not be required to pay an initiation fee nor annual dues. Honorary members shall be afforded all privileges of regular membership including voting. Honorary members must pay all extra fees.
5. The Board may take disciplinary action against a member or Board Member as prescribed under these Bylaws or the Standing Rules, including, but not limited to, reprimand, suspension or revocation of membership, for violation of the Articles of Incorporation, the Bylaws, the Standing Rules, or for other conduct by a member, his family or guests, which is deemed by the Board to be detrimental to the best interests or welfare of the Squadron. The affirmative vote of at least two-thirds of the Board o f Directors shall be required for suspension of a member or revocation of membership.
A. Suspension shall be for not more than sixty days during which time dues, storage fees and other charges shall continue to accrue. The Commodore shall inform the member in writing of the suspension.
The member involved shall be entitled to a hearing upon the member’s written request at a time and place scheduled by the Board. If the member is exonerated, the suspension will be rescinded and the member reinstated immediately. The Board may on its own motion lift the suspension at any time or may schedule a hearing.
B. During the term of suspension or independently of suspension, the Board may initiate proceedings to revoke the membership of the member. The member shall be given at least twenty days notice by certified mail of the commencement of the proceedings for revocation, and of the time and place for a hearing by the Board on the alleged violations or prejudicial conduct. At the hearing the member shall have the opportunity to be heard in their own behalf.
If the member does not appear at the scheduled hearing or if the member does not satisfy the Board that the conduct complained of was not detrimental to the best interests of the Squadron, the Board may revoke the membership, whereupon all rights and privileges of membership granted to the member, the spouse and immediate family of such member including boat storage privileges shall terminate.
6. Any member who has lost membership through revocation and who wishes to rejoin the Squadron must apply to the Board. The applicant must have no outstanding financial or other unsatisfied obligations due to the Squadron, and must satisfy any conditions of reinstatement as may be set by the Board. The applicant must apply as a new member and pay the same dues and other initiation fees and charges as is required of a new member.
7. The Board of Directors shall have the authority to refuse membership to any applicant at its sole discretion, without explanation.
ARTICLE X – NON-LIABILITY
1.The Squadron shall not be liable for injury to any member or other person resulting from the acts or omissions of the injured person or of a member, the member’s family or guests or any other person, or for the acts or omissions of persons not authorized by the Squadron Board, nor shall the Squadron be liable to any person for the destruction, loss or damage to the property of any member, member’s family, guests, or any other person.
2.Members agree that the Squadron has the right to assess a member for damage or losses suffered by the Squadron arising from the member’s, his family’s, or his guests’ acts or omissions, including, but not limited to, the storage of hazardous materials, driving of vehicles or watercraft, storage of boats, trailers, materials or equipment, moorings, etc. Each member agrees to be responsible for any damage to Squadron property or to other persons or boats stored or moored at the Squadron arising from the acts or omissions of that member, his family, or guests of that member or the use and operation of any vessel, trailer, or vehicle owned or operated by or the responsibility of that member. Each member agrees to indemnify and hold the Squadron harmless against loss by reason of such acts or omissions by the member, his family, or guests or those entrusted with the use of that member’s boat, trailer, equipment or materials.
3.Members agree that, in the event the Squadron determines, pursuant to these Bylaws, the Standing Rules, or in case of emergency, to relocate or have towed a vessel, vehicle, trailer, equipment or materials, belonging to a member or any other person, that the owner or person having responsibility of such vessel, vehicle, trailer, equipment or material shall bear full responsibility for all costs or losses incurred by the Squadron to effect such relocation or towing, and that the owner or person having such responsibility shall indemnify and hold the Squadron, its Board Members and Manager harmless, from any liability for loss, or damage resulting therefrom.
ARTICLE XI – INDEMNIFICATION
Officers, directors and the Squadron Manager shall be indemnified by the Squadron to the fullest extent permitted by law.
ARTICLE XII – CORPORATE DATA
This is a not-for-profit corporation organized under the laws of the State of Florida, with its principal place of business in the City and County of Sarasota, State of Florida. The fiscal year of the corporation shall begin on the first day of January and terminate on the thirty-first day of the following December.
ARTICLE XIII – AMENDMENTS, ALTERATIONS OR RESCISSION OF THE BYLAWS
These Bylaws my be amended, altered or rescinded in whole or in part by the Board subject to approval of a majority of the members at a duly called meeting constituting a quorum as described in Article VIII, Section 4.
ARTICLE XIV – STANDING RULES
By the authority granted in these Bylaws, the Standing Rules shall be used to regulate the day-to-day operations of the club and the conduct of its members in the best interests of all members and of the Squadron. The Standing Rules shall constitute enforceable rules of the Squadron, prescribing expected conduct and discipline, enforced by the authority of the Board through its authorized representatives, and which shall be reviewed and updated periodically by the Standing Rules Committee.
ARTICLE XV – FINANCIAL DISCLOSURES
Any organization that has its own operating budget and receives direct or indirect support from the Squadron shall supply to the Squadron Treasurer detailed financial statements. Any organization wishing to receive financial assistance or support must make application each year to the Board of Directors prior to or at the December meeting. The application must include a Financial Statement, Annual Budget and a statement of need.
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