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Our Bylaws act as our governing body of 'rules'. Each member is
encouraged to become familiar with the following:
Bylaws of the Westmoreland Yachting Association Revised January 12, 2008 ARTICLE I Name and Burgee 1. The name of this organization shall be the Westmoreland Yachting Association (WYA). 2. The Burgee of this organization shall be a swallowtail pennant with a Teal field and White border, and a hoist to fly ratio of two to three. A white W 2/3s the size of the hoist shall be centered horizontally 1/3rd the length of the fly. A white "Y" with interlocking white "A" shall appear in the middle. ARTICLE II Purposes 1. To promote enjoyable boating on the rivers, waterways and Chesapeake Bay in and around Westmoreland County and the Virginia Northern Neck. 2. To support educational training and sharing of skills that contributes to safe and enjoyable boating. 3. To promote and provide instruction and training in the skills necessary for the safe enjoyment of recreational boating. ARTICLE III Memberships 1. Membership shall be open to all interested and qualified persons without regard to race, religion, origin, creed, gender or sexual orientation. Membership shall be categorized as Regular Membership, Associate Membership, or Honorary membership. a. REGULAR MEMBERSHIP shall be open to all boat owners 21 years of age or over. A boat owner is an owner, part owner, or charterer for not less than thirty days, of a craft propelled either by mechanical power or sail, or both, capable of carrying one or more persons, and registered by the Membership Chairman. For purposes of dues assessment and voting privileges, Regular Membership is subdivided into Individual Membership and Family Memberships as follows: (1) INDIVIDUAL MEMBERSHIP shall be open to: (a) Individuals who are eligible for Regular Membership per 1.a. (b) Individual Members shall qualify for one (1) vote. (c) An Individual Member must contact the Membership Chairman to qualify for Family Membership. (2) FAMILY MEMBERSHIP shall be open to: (a) Any party of two who are jointly owners of a boat (as defined in Article III, 1.a) or a husband-wife or couple team where one or both qualify for Regular Membership per 1.a. (b) Family Memberships shall qualify for two (2) votes. Family member’s dependent children, under 21 years of age, shall be included under Family Membership. b. ASSOCIATE MEMBERSHIP shall be open to any person, 21 years of age or over, who is not the owner of a boat. An Associate Member shall become a Regular Member upon notification to the Membership Chairman of boat ownership as defined in Article III, paragraph 1.a. Associate members do not qualify to vote. c. HONORARY MEMBERSHIP may be conferred on any person by a majority vote of the membership. A candidate for Honorary Membership may be nominated by any member of the club as recognition for performing an exceptional service (past or future) to the club. Nominations should be presented in writing to the Executive Board who will then present to the membership. Voting will take place during a General Membership Meeting and will be presented at the Change of Watch. Honorary Membership remains in good standing indefinitely or until the conferee 1) wishes to become a Regular Member 2) is no longer interested in being an Honorary Member. Honorary Members do not qualify to vote and do not pay club fees. 2. PRIVILEGES OF MEMBERSHIP: a. REGULAR MEMBERS shall be entitled to hold office, to vote at General Membership Meetings, to enjoy all activities of the organization, and to use all physical and material facilities and boats owned and/or operated by the organization. b. ASSOCIATE MEMBERS shall be permitted to enjoy all activities of the organization, and to use all physical and material facilities and boats owned and/or operated by the organization, unless such activity, facility, or boat has been restricted from associate members by majority vote of the Executive Board. c. HONORARY MEMBERS shall be permitted to enjoy all activities of the organization, unless such activity, facility, and/or boat have been restricted from Honorary Members by majority vote of the Executive Board. 3. RESPONSIBILITIES FOR MEMBERSHIP: Upon acceptance of membership, Member and his or her invited guests agree to undertake club activities at his or her own risk, and will hold the club, its members, officers and representatives harmless for any activity, services, advice or recommendations provided. 4. APPLICATION FOR MEMBERSHIP: Each person or family, as appropriate, shall apply for membership by written application to the Membership Chairman of the organization, accompanied by payment of an initiation fee and dues. Membership is effective upon issuance of a membership card properly signed by the Membership Chairman, Commodore, Vice Commodore, or Secretary of the organization. a. The fiscal year and membership year of this organization shall be from January 1 to December 31 of the calendar year. The Membership Chairman, at the direction of the Executive Board, may begin issuing new memberships for an up-coming membership year within a period not to exceed 90 days prior to the beginning of that membership year. Such persons issued Regular Memberships shall be eligible to vote at any scheduled General Membership Meeting. b. Memberships shall automatically expire on December 31 of their membership year. c. Any membership may be identified in writing for possible revocation for cause by a two-thirds vote of the Executive Board. The subsequent procedures must follow Robert’s Rules of Order. d. Lapsed Member: Any member who has not paid dues by February 28 is considered lapsed but will be reinstated immediately upon payment of dues. Lapsed members are not entitled to the privileges of membership but are welcome to participate in club activities. e. Inactive Member: A member who has not paid dues by March 30 is considered inactive. Inactive members are not entitled to the privileges of membership but are welcome to participate in club activities. A fee of $30 plus annual dues (not to be prorated) reactivates membership. ARTICLE IV Officers 1. The Officers of the organization as described below shall be elected to serve as members of the Executive Board for a period of one year. a. COMMODORE: The Commodore shall be a Regular Member and shall be Chief Executive Officer of the organization, presiding whenever possible at all meetings of the organization and all Executive Board meetings. b. VICE COMMODORE: The Vice Commodore shall be a Regular Member and shall assist the Commodore in the execution of his duties, shall act in the place of the Commodore in the Commodore's absence and perform all other duties that may be required of this office. c. REAR COMMODORE: The Rear Commodore shall be a Regular Member, shall assist the Commodore and Vice Commodore in the execution of the duties of their offices, shall act in the place of the Commodore in the absence of the Commodore and the Vice Commodore and perform all other duties that may be required of this office. The Rear Commodore shall have oversight and responsibility for all Float Captain’s and Fleet Captain’s activities and schedules. d. SECRETARY: The Secretary shall be a Regular Member and shall maintain records of the organization, keep minutes of organization and Executive Board meetings, administrate correspondence and perform other duties that may be required of this office. The Secretary shall distribute correspondence by email to the greatest extent possible and shall maintain all membership contact information and email addresses. e. TREASURER: The Treasurer shall be a Regular Member and shall maintain all financial records, keep all accounts of moneys received and paid, and perform all other duties that may be required of this office. 2. INDEMNIFICATION: Each director and each officer of the Corporation shall be indemnified by the Corporation against all liabilities and expenses, including attorney’s fees reasonably incurred or imposed on him in connection with any proceeding in which he may be a party, or in which he may become involved, by reason of his being or having been an officer or director of the Corporation, or any settlement thereof, regardless of whether he is an officer or director at the time such expenses are incurred, unless the officer or director is adjudged guilty of willful malfeasance or misfeasance in the performance of his duties. In case of a settlement, the indemnification provided for herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the Corporations best interest. The above described right of Indemnification shall be in addition to and not exclusive of any other rights to which such director or officer may be entitled. 3. EXECUTIVE BOARD CONFIGURATION: No more than one member of the executive board may be elected from the same household. ARTICLE V Administration 1. EXECUTIVE BOARD: The Executive Board shall consist of the above named five officers, plus the most immediate Past Commodore in a non-voting advisory capacity and shall be empowered to transact all business of the organization not forbidden by law, or restricted by these Bylaws. The Executive Board may be convened with three (3) of the five (5) voting members present. The Commodore as chief executive officer, or in his absence, the Vice Commodore or Rear Commodore in that order of rank, shall be empowered to act for the organization when the Executive Board is not in session, provided that their acts shall not be contrary to any law, WYA by-law, or policy of the Executive Board, and provided that they shall report their action or actions to the Executive Board at their next meeting. a. The Executive Board shall meet at any time and place agreed to by the majority of the Board, but 24 hours notice must be provided each Officer. b. The November Executive Board Meeting shall include members of the previous Executive Board for the purpose of continuity. c. A quorum of the Executive Board shall be three or more members, and a majority of votes cast shall be sufficient to transact all business not otherwise prohibited by these By- Laws. d. The Executive Board shall be responsible for the scheduling of events for the upcoming calendar year and be responsible for conducting those events through that calendar year, to include the Change of Command Ceremony. e. The Executive Board without individual liability shall ensure the payment of debt incurred at their direction. f. The Executive Board may appoint such committees or delegate such tasks, as it deems appropriate to carry out the business of the organization. g. The Executive Board may increase/decrease the annual dues up to 20% by a two-thirds vote of the Board. h. The Executive Board may increase/decrease the Initiation Fee up to 20% by a two-thirds vote of the Board. i. The Executive Board shall record and retain the results of votes taken by the Board. j. The Minutes of each Executive Board meeting shall be published immediately upon their approval as final. k. The Treasurer’s report shall be included as part of the Minutes of the Executive Board. 2. ADMINISTRATIVE MANAGEMENT: The Executive Board shall be encouraged to maintain the following Administrative Management positions. a. MEMBERSHIP CHAIRMAN: The Executive Board shall appoint The Membership Chairman. The Membership Chairman shall be a Regular Member, shall maintain all membership records and shall respond to all requests for membership. b. MOORING BUOY EDITOR: The Executive Board shall appoint The Mooring Buoy Editor. The Mooring Buoy Editor shall be responsible for all processes that culminate in the production and delivery by email of the WYA periodical known as The Mooring Buoy. Copies of The Mooring Buoy shall be delivered to Family Memberships, Individual Memberships, Associate Memberships, Honorary Memberships and others as deemed necessary by the Executive Board. The Editor and Web Site Master will collaborate as required. The Executive Board will have oversight of the Mooring Buoy content. c. WEB SITE MASTER: The Executive Board shall appoint The Web Site Master. The Web Site Master will have responsibility for the publication and maintenance of the web site. The Executive Board will have oversight of the web site content. d. QUARTERMASTER: The Executive Board shall appoint The Quartermaster. The Quartermaster shall be responsible for the purchase and resale of clothing, jewelry and other membership articles as directed by the Executive Board. e. HISTORIAN: The Executive Board shall appoint The Historian. The Historian shall maintain all WYA photographic archives. The Historian shall periodically display recent pictorial history to members assembled for local WYA events. The complete pictorial history shall be made available to members after advance notice to the Historian. f. FLEET and FLOAT CAPTAINS: Fleet Captains shall be responsible for encouraging boaters operating out of their respective marinas/areas to become WYA members. Fleet Captains shall perform liaison duties between their respective marinas/areas and the Executive Board, as well as the Float Captain for a boating event. Float Captains are event coordinators for WYA cruises. g. PARLIAMENTARIAN: The Executive Board shall appoint the Parliamentarian. The Parliamentarian shall be responsible for parliamentarian procedures, rules, customs and debate and have a thorough understanding of the body of rules governing procedure described by these By-laws and Robert’s Rules of Order. h. BYLAW REVIEW COMMITTEE: The Executive Board shall solicit at least 3 regular members to review the WYA Bylaws annually. Any changes will be submitted to the Executive Board, who will then present them for vote by the membership at the annual October General Membership Meeting. 3. COMMITTEES: a. The Executive Board shall appoint a nominating committee consisting of the Immediate Past Commodore or one other current Executive Board member, plus two Regular Members. The Nominating Committee shall prepare a slate for the upcoming election of officers. b. The Executive Board shall be empowered to appoint additional committees, as they deem necessary. Any appointed committee Chairman shall be an active Regular Member. 4. ADVISORY BOARD: The Chairmen of the various appointed committees shall constitute an Advisory Board, which shall meet with the Executive Board when directed by that Board for the purpose of providing advice to the Executive Board. 5. REMUNERATION: The officers, committee chairmen and committee members outlined in these Bylaws shall serve without remuneration. Other committee memberships and committee members performing tasks appointed by the Executive Board shall also serve without remuneration unless the Executive Board specifically states the remuneration to be given. 6. SPECIAL APPOINTMENTS: In the event of a premature vacancy or an inability to carry out the duties of any of the positions described in these Bylaws, the Commodore is empowered to make an appointment to fill that position for the remainder of its term, with approval of the Executive Board. 7. COMMITTEE MEETINGS: Committees may meet at any time or place and may be called by any member of the committee; provided that members are given 24 hours notice. A committee quorum shall be 51 percent or more of the members of that committee present, and a majority of votes cast shall be sufficient to conduct the business of the committee. 8. GENERAL MEMBERSHIP MEETINGS: A General Membership Meeting shall be held in October each year at a place to be announced at least two weeks in advance. No further notice is required of this meeting, but the Executive Board may publish the meeting to the membership.
This General Membership Meeting shall be held to elect the Officers of the Executive Board for the upcoming membership year, and to conduct such other general business as may be desired by the membership or the Executive Board. Other General Membership Meetings may be called by the Executive Board or by a petition to the Executive Board of five or more Regular Members, provided that in either event the Executive Board must publish two weeks notice to the Regular Members of the time, place, and date of the meeting and of the proposed business to be conducted at the meeting. If any member desires to have a vote on a change of these Bylaws, such a proposed change must be published to Regular Members two weeks in advance of a General Membership Meeting. 9. PROCEDURAL RULES: a. QUORUM: Shall be effected when one-tenth of the Regular Members, one of whom must be Commodore, Vice Commodore, or Rear Commodore, are present at a duly called General Membership Meeting. The Secretary, or in his absence, the junior officer present, shall certify the quorum. b. VOTING: (1) General Membership Meetings: Each Regular Member shall have voting privileges as stated in III.1.a. (1), and (2). A majority of votes cast shall be effective to conduct all business of the organization except amendment of these Bylaws. (2) Executive Board Meetings: Each elected officer shall have one vote. (3) Committee Meetings: Each committee member shall have one vote. (4) Voting by proxy or absentee ballot shall be permitted at all meetings. A proxy shall be printed or emailed and signed by the person giving the proxy, and shall name the person authorized to use the proxy. An absentee ballot shall be printed or emailed and signed by the person casting the absentee ballot. The Secretary shall certify the validity of all proxies and absentee ballots at General Membership Meetings and Executive Board Meetings. An all-encompassing absentee ballot/proxy shall be created for every election. c. ROBERT'S RULES OF ORDER, 10th Edition, Newly Revised, are adopted to the extent that they do not interfere or conflict with these Bylaws as governing the conduct at all meetings. The Commodore or Chairman of any meeting may use the parliamentarian to rule on all questions of order. d. ELECTION OF OFFICERS: Officers shall be elected at the October General Membership Meeting to take office on November 1 and serve for a period of one year or until relieved. The nominating committee may recommend more than one person per office. Any person qualified in accordance with the provisions of Article IV, paragraphs 1a, 1b, 1c, 1d, and 1e of these Bylaws may be nominated for office by the nominating committee or by a petition signed by five Regular Members and may thereby stand for that office at the October General Membership Meeting. Such nominations or petitions must be presented to the Secretary not less than one month prior to the October General Membership Meeting to be valid. The slate of officers shall be provided to each family and individual membership not less than two weeks prior to the October General Membership Meeting. Any person holding an office may be nominated for another term. 10. COMMUNICATIONS: a. The candidates for each office shall submit a brief statement of interest for the members’ consideration two weeks before the October General Membership Meeting. Each candidate will have an opportunity to present his or her statement during the General Membership Meeting. b. For purposes of club business, electronic mail (email) is an acceptable means of communications. Voting, proxy ballots, resignations and appointments can be communicated via email. Using the club member’s email address for any distribution list other than club business is prohibited. ARTICLE VI Financial Policies1. INITIATION FEE and ANNUAL DUES: a. The Executive Board may increase/decrease the Initiation Fee and Dues up to 20% in accordance with Article V.1.g and h. b. An Initiation Fee of $100 for Family Membership and $ 50 for Individual and Associate Membership plus $100 for the Annual Dues shall be due and owing at the time of application for membership. This amount shall encompass the cost of initiation and dues until the end of this member’s membership year. An increase/increase in the Initiation Fee and/or Annual Dues greater than 20% must be voted on at a General Membership meeting. Membership dues shall be due and owing at the expiration of their Membership year. Membership dues shall not be pro-rated. a. Honorary Members shall pay no dues. 2. EXPENDITURES: a. All funds shall be expended for the purposes of the organization as stated in Article II of these Bylaws and the Corporate Articles. b. The Commodore is authorized to approve and expend sums of up to Two Hundred and Fifty ($250). The Executive Board shall put all those financial matters that are not in the approved budget, and are in excess of $250, before the General Membership for approval. c. The Treasurer may maintain a petty cash account of One Hundred Dollars ($100.00) or less, for which he shall be accountable to the Executive Board. ARTICLE VII Amendments to these Bylaws 1. These Bylaws may be amended by a vote of two-thirds of the votes cast at a General Membership Meeting of the organization. Notice of a proposed amendment shall be the same as required for notice of a General Membership Meeting. ARTICLE VIII Dissolution 1. Upon dissolution of the WYA, the entire assets, upon liquidation by the Executive Board, shall be distributed, share and share alike, to those persons who are at the time Family Members, Individual Members or Associate Members of the WYA AMENDMENTS TO WYA BY-LAWS AMENDMENT 1.0 4/25/05 This amendment explains how the WYA By-laws can be modified for purposes of clarifying, correcting errors, and/or addressing minor changes of an administrative or procedural nature. AMENDMENT 2.0 4/25/05 Article I.2 shall be amended to clarify the Teal field as follows: The Teal field is clarified by adding the following information: uniform Microsoft colors are red=0, green=102, blue=102, hexa decimal=006666. Certified and Verified Correct
//S// Maureen C. Bory WYA Secretary |
