By-Laws

BY – LAWS OF THE BUFFALO HARBOR SAILING CLUB, INC.

ARTICLE I – OFFICES

The principle office of the Corporation shall be in the City of Buffalo, County of Erie and State of New York. The corporation may also have offices at such other places within or without this state as the board may, from time to time determine, or the business of the corporation may require.

ARTICLE II – PURPOSES

The purposes for which this corporation has been organized are as follows:

• To promote the interests and bring together socially those persons who are engaged or interested in sailing and sailboat racing;
• To further and promote the sport and the sportsmanlike conduct of those interested in the sport;
• To provide such persons with opportunities for engaging therein, and to provide access to information and training in the skills and techniques thereof, and liaison with other groups and organizations with like interests, to the end that they may engage with them in mutually beneficial contacts;
• To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its members, directors, or officers, except as permitted under Article 5 of the Not-For-Profit Corporation Law.

ARTICLE III – MEMBERSHIP

1. DEFINE MEMBERSHIP

Section 1. Sailing enthusiasts who have paid their annual dues shall be considered
members of the Buffalo Harbor Sailing Club and said membership shall be:

i. A Member which is one person and entitled to one vote on any issues or elections presented to the membership. Those Members owning boats which they race and participating in the racing program of the Buffalo Harbor Sailing Club must maintain a Membership and pay a racing fee.

Section 2. Only Members of the Buffalo Harbor Sailing Club shall hold office and be voting members of said club as above provided.

Section 3. The membership year shall run from May 1 to April 30 of each year.

Section 4. Death of Member: Upon the death of any member leaving a husband or wife surviving, the membership shall automatically pass to such husband or wife. Upon the death of a member without a husband or wife surviving, the membership shall cease.

Section 5. Vote: Each Member shall have one vote only at a meeting of the members.

2. MEMBERSHIP MEETINGS

The annual membership meeting of the corporation shall be held during the month of October each year. The secretary shall cause to be mailed to every Member in good standing at such address as it appears in the membership roll book of the corporation a notice stating the time and place of the annual meeting. This mailing shall be not less than ten (10) days prior to the scheduled meeting date by either United States First Class Mail or e-mail.

Regular meetings of the corporation shall be held at the time and place designated by the Commodore or Board of Directors.

The presence at any membership meeting of not less than twenty percent (20%) of the Members shall constitute a quorum and shall be necessary to conduct the business of the corporation. In the event a quorum is not present, a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by the by-laws and the secretary shall cause a notice of the re-scheduled date of the meeting to be sent to those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.

A membership roll showing the list of Members as of the record date, certified by the secretary of the corporation, shall be produced at any meeting of members upon the request of any Member who has given written notice to the corporation that such request will be made at least ten (10) days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.

3. ELECTIONS

Not less than forty five (45) days prior to the date of the Annual Meeting of the Club, anyone desiring to run for an office shall file with the secretary a nominating petition signed by at least ten (10) Members in good standing. The August E-Newsletter shall give notice requesting nominating petitions for all elective offices.

The Commodore shall then appoint a Nominating Committee consisting of five (5) Members, at least two (2) of which are past Commodores, who are not acting as Directors and who shall nominate one candidate for each specific director’s position for the ensuing year. The Nominating Committee shall make a master ballot containing the names of all candidates and file the same with the Secretary at least thirty (30) days prior to the date of the Annual Meeting.

Any notice of such Annual Meeting shall contain the list of candidates. No member shall be eligible for office unless duly nominated by either the nominating committee or by ten (10) Members of the club as aforesaid.

The secretary shall cause to be printed proper ballots containing the names of all candidates nominated as aforesaid, and shall mail by either United States First Class Mail or e-mail a copy of such ballot with notice of the time, and place of such meeting and polling hours to each Member at least ten days before said annual meeting.

Such nominating committee and one person of each ten who may have made a nomination as aforesaid, shall act as tellers at such election, and at least one of them shall be in attendance at the poll at all times while they are open. Provisions shall be made for absentee balloting for the election of officers at the Annual Meeting. No business other than the election of officers shall be voted by absentee ballot. Members who anticipate their absence from the annual meeting may obtain absentee ballots by requesting such from the club secretary in writing not less than fourteen (14) days prior to the annual meeting. No later than seven (7) days before the annual meeting, the secretary shall mail to the requesting members, absentee ballots containing names of all candidates who have been duly nominated for the offices. Absentee ballots shall be returned so as to be received by the secretary on or before the close of polls on the day of the annual meeting. Absentee ballots shall be opened only by the tellers of the election, after the polls have been closed. Should any member who has submitted an absentee ballot, not be eligible to cast a vote as of the time the polls are closed, his or her absentee ballot shall be discarded by the tellers unopened. Absentee ballots shall be counted along with the other ballots.
The new Board of Directors is recognized at the awards dinner and takes office on December 1st.

4. SPECIAL MEETINGS

Special Meetings of the members may be called by the Commodore or the Directors. The Secretary shall cause a notice of such meeting to be mailed by United States First Class Mail or e-mail to all members at their addresses as they appear in the membership roll book at least ten (10) days but not more than fifty (50) days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all Members at such meeting.

5. FIXING RECORD DATE

For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty (50) nor less than ten (10) days before any such meeting, nor more than fifty (50) days prior to any other action.

6. ACTION BY MEMBERS WITHOUT A MEETING

Whenever Members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, and signed by a minimum of two-thirds (2/3) of the members entitled to vote thereon.

7. PROXIES

Every Member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the member or his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

8. ORDER OF BUSINESS

The order of business at all meeting of members shall be as follows:

• Roll call
• Reading and approval of the minutes of the preceding members’ meeting
• Reading of the last approved minutes of the preceding Board of Directors’ meeting
• Reports of officers
• Reports of committees
• Old and unfinished business
• New business
• Good and welfare
• Adjournments.

9. MEMBERSHIP DUES

Section 1. Annual Dues. The Board of Directors may determine, from time to time, the
amount of initiation and other fees, if any, and annual dues payable to the corporation by members. Dues shall be payable in advance of the date set by the Board of Directors in each fiscal year.

Section 2. Assessments. The Board of Directors shall have the power to levy assessments
upon members in any calendar year if the Board determines that the financial condition of the corporation necessitates such levy in order to carry out the purpose for which the corporation was formed.

ARTICLE IV – OFFICERS AND DIRECTORS

1. THE OFFICERS OF THIS CLUB SHALL BE AND RANKED AS FOLLOWS:
• Commodore,
• Vice-Commodore,
• Secretary and
• Treasurer.

All shall be members of the Board of Directors.

2. THE COMMODORE shall be the chief executive officer of the corporation.

He shall preside at all meeting of the members and of the Board; he shall arrange all meetings and meeting places; he shall have the general management of the affairs of the corporation, oversee long range planning and shall see that all orders and resolutions of the board are carried into effect.

He shall be an ex-officio member of all committees.

3. THE VICE-COMMODORE shall assist the Commodore in the discharge of his duties and in his absence shall officiate in his stead.

The Vice-Commodore shall be the Chairman of the Committees entitled Wednesday Night, Regattas, Racing Program and Race Chairman.

An elected Vice Commodore shall become the Commodore in the succeeding year. If there is a vacancy in the office of Vice-Commodore for any reason, The Commodore shall serve for an additional year.

4. THE SECRETARY shall attend all meetings of the Club and of the Board of Directors, and shall keep all records of all proceedings of such meetings and books belonging to the Club and of the Board of Directors, and shall keep all records of all proceedings at such meetings in books belonging to the Club.

He shall keep a correct roll of membership; he shall advise new members of their election, and notify each member of every meeting.

His office shall be a standing committee and oversee the subcommittee of newsletter, and librarian and journal committee.

5. THE TREASURER shall have the custody of all of the funds of the club and shall disperse the same as ordered by the Board of Directors. He will be in charge of the budget and financing.

All payments shall be made by check signed by him. Any check in excess of $2,000.00 must be countersigned by the Commodore or Vice Commodore.

He must keep in the books, belonging to the Club, a correct amount of his receipts and disbursements, and present a report thereof of the financial conditions of the Club at the annual meeting and at such other times as may be demanded by the Commodore or by resolution of the Board of Directors. He shall also make the necessary arrangements to have the tax returns prepared as required by the State of New York and the Federal Government.

At the end of each corporate year, he may have an audit of the accounts of the corporation made by a committee appointed by the Commodore, and shall present such audit in writing at the annual meeting of the members.

6. BOARD OF DIRECTORS: There shall be three (3) additional directors who, with the Commodore, Vice-Commodore, Secretary, Treasurer and Past-Commodore constitute the BOARD OF DIRECTORS. The three (3) additional directors and their duties are:

• Entertainment,
• China Light,
• Handicapper,
• Racing and
• Membership

The Past-Commodore shall be in charge of Public and Interclub Relations and Media Relations.

The Entertainment Director shall be in charge of the Awards Banquet, Meetings, Programs and Membership

The China Light Director shall be in charge of Tuesday Night racing.

The Handicapper Director shall be in charge of handicapping.

All of the above members constituting the BOARD OF DIRECTORS shall be elected by a plurality vote of the Members at the Annual Membership Meeting.

The Board of Directors shall have full charge of the general business and management of the Club. They shall make and authorize all necessary contracts. They shall audit the accounts of the Secretary and Treasurer. They shall also pass upon and accept all resignations of members, officers and directors.

They shall have power to make such regulations and rules for the government of the Club as they may deem expedient and generally do all things which may be necessary for the proper management of its affairs.

Any rule or regulation established by them may be rescinded by a vote of the Members voting at a meeting of the members of the club with a quorum present, duly called by written notice sent ten (10) days in advance and otherwise in accordance with the constitution and by-laws of the Club, such notice to specifically state such above purpose.

7. QUORUM: Five Members of the Board of Directors shall constitute a quorum at any Board of Directors meeting.

The Board shall have the power to fill any vacancy in the Board, Committees appointed or approved by them and in any office, which may occur between annual meetings.

All appointed officers shall hold office from the date of their appointment and shall continue to hold the same at the pleasure of the Board of Directors, but in no event beyond the unexpired term.

ARTICLE V – COMMITTEES

Buffalo Harbor Sailing Club Table of Organization
2012

ARTICLE VI SEAL

The seal of the corporation shall be as follows:

ARTICLE VII – CONSTRUCTION

If there be any conflict between the provisions of the Certificate of Incorporation and these By-laws, the provisions of the Certificate of Incorporation shall govern.

Indemnification. Each Director and Officer of the Corporation, whether or not presently in office, and any person whose testator or intestator was such a Director or Officer, shall be indemnified by the Corporation for the defense of, or in connection with, any threatened, pending or completed action or proceeding and including any appeals therein, whether civil, criminal, administrative or investigative, in accordance with and to the fullest extent permitted by the Not-for-Profit Corporation Law of the State of New York or other applicable law, as such law now exists or may hereafter be adopted or amended.

ARTICLE VIII – AMENDMENTS

The By-laws may be adopted, amended or repealed by the Members at the time that they are entitled to vote in the election of Directors. By-laws may also be adopted, amended or repealed by the Board of Directors, but any by-law adopted, amended or repealed by the Board, may be rescinded or amended by the Members entitled to vote thereon as hereinbefore provided.

If any by-law shall be proposed, adopted, amended or repealed by the Board, there shall be set forth in the notice of the next monthly meeting of Members the by-laws to be proposed, adopted, amended or repealed, along with a concise statement of the changes to be made prior to final Board action on said by-law(s).