San Juan Island Yacht Club
As Revised February 15, 2018
The name of this organization shall be "San Juan Island Yacht Club," hereinafter referred to as the "Club."
The Club is organized for the purpose of encouraging and supporting all forms of yachting in the Northwest, to bring Members together to share matters of common interest, and to further safe and enjoyable boating.
Section 1. General. The membership will consist of those selected persons who have committed themselves to carry out the objectives of the Club. No person will be denied membership on the basis of race, gender, or religious belief.
Section 2. Classes. The Classes of membership shall be: Charter Fund Member (CFM), Regular Member (R), Associate Member (AM), Honorary Member (HM), Non-Resident Member (NR) and Junior Member (JM).
a. Charter Fund Member (CFM). A Charter Fund Member is a Member who contributed to the Charter Building Fund. Membership in this class is limited to the 125 Members who so contributed. No additional Members are eligible for this class.
b. Regular Member (R). A Regular Member shall be defined as one 21 years of age or over who either resides in San Juan County or regularly moors his or her boat in San Juan County for at least 60 days per year. A Regular Member must own at least one half interest in a sail or power-driven vessel suitable for racing or cruising, or has met that requirement for at least one year while a member. Regular membership shall be by selection and upon payment of initiation fees and dues in accordance with the By-laws as hereinafter provided. Regular Members are entitled to vote and hold office. In the event that a Regular Member becomes a non-boat owner as defined above, he or she shall, after five years of being a non-boat owner, automatically become an Associate Member.
c. Associate Member (AM). An Associate Member shall be defined as one 21 years of age or older who resides in San Juan County and does not meet the boat-ownership requirements for Regular Members. Membership shall be by selection and upon payment of installation fees and dues as herinafter provided. Those persons selected as Associate Members shall be limited to 25% of the total membership and may vote but not hold the offices of Commodore, Vice Commodore, Rear Commodore, or Fleet Captain. An Associate Member who becomes a boat owner as defined under 2.b. above, shall automatically become a Regular Member.
d. Honorary Member (HM). Honorary Members, with Club privileges, shall be limited to three recommended by the Commodore, subject to ratification by the Board of Trustees, for a term limited to that Commodore's tenure of office. Honorary Members may not vote or hold office and do not pay fees or dues.
e. Non-Resident Member (NR). A Non-Resident Member shall be defined as one 21 years of age or over who neither resides in San Juan County nor regularly moors his or her boat in San Juan County for more than 60 days per year. Unless both conditions are met, applicants will be considered for Regular Membership. Non-Resident Members may vote but may not hold office.
f. Junior Members (JM). Proposals for Junior Memberships shall be made by the San Juan Island Yacht Club or the Sailing Foundation and upon payment of Junior Membership dues, in accordance with the By-laws, may be approved by resolution of the Board of Trustees, as hereinafter provided. Other than by special invitation or at regular membership meetings, use of the Clubhouse by Junior Members shall be limited to scheduled Junior Membership business with approved adult supervision, attendance at a monthly dinner meeting for induction into the Club, or by invitation to report to the Club Membership on Junior Membership or Sailing Foundation activities. A Junior Member must be accepted for membership prior to the age of 21. Between the ages of 21 and 25, a Junior Member may maintain his or her membership in effect by continuing payment of annual Junior Member dues, but during such period Junior Membership shall carry no privileges other than Club affiliation. Junior Membership shall expire automatically at age 25. Junior Members may not vote or hold office in the Club.
i. Joint Membership. Membership in any class may be held in the name of a “joint couple” with equal privileges. This joint membership shall be subject to only one initiation fee and the payment of one annual dues. This joint membership shall be entitled to only one vote.
j. Market Value. All Regular, Associate, or Non-Resident Members, who became members before March 1, 2018, shall have an equal marketable value in the Club as long as the prescribed initiation fee has been paid in full. This value will be set by the Board and may change at any time. The Club shall be the sole “market maker” for the buying and selling of memberships. A member that wishes to resign shall receive the prescribed equity amount less a 20% transfer fee provided that a new candidate for membership exists.
If there are no new candidates at the time that a member wishes to sell his or her membership, the current member is still obligated to pay their regular annual dues until the transaction can go through. If a member fails to pay their dues in the prescribed manner, they forfeit their equity position.
Persons wishing to sell their membership must contact the Club in writing, or by email, and will be placed in an appropriate queue awaiting a buyer. The queue will be sequenced based on the date of an email of resignation or a postmark of a letter of resignation and all documentation to that effect will be retained for at least one year after the transaction is complete. In the event of a transfer to an immediate family member, the family member must go through the normal process of a first and second reading as required of any other candidate. The transfer can take place with no delay, however the club retains the transfer fee.
If there is a new candidate and no resigning member, then the Club will grant the candidate membership in the normal prescribed manner and the full initiation fee will go to the Club. This transaction will increase the “base” level of the Club membership and does not provide for an outgoing member to sell their membership in the future.
If a member dies, the membership goes to the estate of that member and may be sold through the Club by the estate as if the member were still alive.
If a Member who joined before March 1, 2018, wishes to waive the right to that member’s equity refund, the member may sign an Equity Waiver certificate, which will be kept on file by the Club Manger, and the proceeds from selling that membership will be retained by the Club. When the member resigns that membership reverts to Club ownership, and that membership enters the queue by resignation date along with resigning members who are awaiting purchase by a new member.
Memberships owned by members who join on or after March 1, 2018, will have no marketable value in their memberships. When they resign, their memberships revert to Club ownership, and go into the resignation queue by date of resignation along with resigning members who are awaiting purchase by a new member.
Junior Memberships shall have no marketable value, and may not be transferred or assigned.
Section 3. Application for Membership.
a. Application Blank applications for membership shall be maintained by the Vice Commodore as Membership Committee Chair and issued to any Member upon request. Completed applications, which must be signed by a Sponsoring Member and a Seconding Member, shall be submitted to the Vice Commodore. Each applicant shall submit with his or her application a check in the amount of the initial installment payment as an application fee. In the event that the application is accepted as set forth below, the application fee shall be applied toward the initiation fee. If the application is rejected, the application fee shall be refunded in full. After investigation of the applicant's qualifications, the Sponsoring and Seconding Member shall each forward letters of recommendation with the application to the Vice Commodore. After diligent research by the Membership Committee, the application shall be presented to the Board of Trustees for its consideration. Upon approval of the Board, the application shall be presented to the membership by posting on the Club’s Official Bulletin Board and Website, by a general mailing or e-mailing to all Members, or by reading at the next monthly meeting. If no written or oral objections are received within twenty days thereafter, the application shall be deemed approved and the applicant will be notified to submit the balance of initiation fees and prorated dues. If any objections are received, the Board of Trustees shall make the final decision as to approval or rejection. Upon receipt of the remaining portion of the initiation fee and prorated annual dues, the applicant shall become a Member and be invited to the next regular meeting for formal induction. If the application is accepted but for any reason the applicant fails to become a Member, the application fee shall not be refunded.
b. Rejoining by a Member who Previously Resigned – An individual who was a prior member of the Club and resigned, regardless of the reason, shall have the opportunity, within five years, to apply for membership by the same process as described above under Section 3a, except that they need only to submit a simple letter with no sponsors, rather than an application, to the Vice Commodore stating that they wish to rejoin the Club. That letter shall be posted in lieu of the application and all provisions of Section 3a shall apply except that a two-thirds majority of the entire board is required to deny membership in the Club, rather than a simple majority as is the case with a totally new applicant.
Financial obligations will be satisfied as follows:
aa. Individual Who Opted To Withdraw Their “Equity” – In this situation the individuals fall under the same financial provisions as an individual who is applying for the first time.
bb. Individual Who Did Not Choose to Withdraw Their “Equity” - In this situation the payment of an initial fee is not required but they must pay the appropriate yearly dues that would have been paid had the individual stayed with the Club. They do however, have the option of reverting to the provisions of the section (aa) above if the alternative results in a lower cost.
Section 4. Membership Policies.
a. Resignations. Any Member may resign from the Club by written notice to the Secretary.
b. Expulsions. The Board of Trustees, by unanimous vote, may reprimand or expel a Member upon according such Member a hearing, after written notice, for unbecoming conduct or action contrary to the purposes of the Club. Expulsion shall forthwith terminate membership in the Club. A member who is expelled from the Club is entitled to receive the return of the initiation fee value, less the transfer fee, in effect at that time without waiting for a new member to join. If they are not fully vested to the full value of the initiation fee they may elect to pay the remaining amount due, thereby qualifying for the initiation fee payment.
c. Forfeiture of Rights and Claims. Any Member who resigns, is expelled, or is dropped from Membership for failure to make payments in accordance with Article IV, Section 1, shall forfeit all rights or claims to Club property or funds.
Section 1. Initiation fees and dues of non-Junior Members and other financial obligations of the Members will be fixed by the Board of Trustees. The initiation fee entitles the Member (and joint member, as applicable) to Membership with one voting unit (which may be cast by either person) in all affairs of the Club not reserved for the Officers and Trustees or otherwise limited herein. Voting rights are contingent upon timely payment of the annual dues and levies, if any. New Members shall pay dues in an amount based on a monthly proration of annual dues, and payment shall be made at the time of application approval. Members whose dues are unpaid on February 15th may be dropped from membership, unless exception is voted by the Board of Trustees. Similarly, Members who do not respond or decline contribution to assessments within the stipulated time may be dropped from membership unless excepted by the Board. Written and oral contact with the Member subject to forfeiture action is prerequisite to Board action. Installment options for the payment of dues and/or initiation fees by individuals and/or the general membership may be established by the Board of Trustees at its discretion.
Section 2. Junior Membership Dues and Initiation Fees. There shall be no initiation fee to become a Junior Member. Annual dues for Junior Members shall be a nominal amount established by the Board of Trustees. The amount of annual dues in effect at the time a person becomes a Junior Member shall remain in effect for that person so long as he or she remains a Junior Member. A Junior Member between the ages of 21 and 25 may convert his or her Membership to a Regular Membership, Associate Membership or Non-Resident Membership upon re-application for membership in accordance with the normal application procedures then in effect, and payment of a reduced initiation fee determined by the Board of Trustees at the time of re-application. On conversion of his or her Junior Membership, the Junior Member shall receive a credit against such initiation fee for all dues paid by the Junior Member since joining the Club.
Section 1. The Bridge. There are six officers. They are the Commodore, Vice Comodore, Rear Commodore, Fleet Captain, Secretary and Treasurer. The Commodore, Vice Commodore, Rear Commodore and Fleet Captain are designated collectively as the “Bridge”. The Vice Commodore, Rear Commodore, Fleet Captain, Secretary, and Treasurer are elected each year at the Annual Meeting to serve one-year terms beginning on January 1st of the year following election. The Vice Commodore shall automatically advance to the office of Commodore after completing his or her term as Vice Commodore. The Vice Commodore shall have held for one full year a prior elective office. The offices of Commodore, Vice Commodore, Rear Commodore and Fleet Captain shall be held by Regular members who own at least one half interest in a sail or power-driven vessel suitable for racing or cruising, or who have owned such a boat in the previous five years.
Section 2. Board of Trustees. Directors shall be called Trustees and the Board of Directors of the Club shall be called the Board of Trustees. The Board of Trustees shall comprise thirteen members, and shall consist of the four officers of the “Bridge,” the Treasurer, the Secretary and seven Trustees who are not officers, including the immediate Past Commodore, who shall automatically continue as a Trustee for a one-year term. Of the remaining six non-officer Trustees, two shall be elected each year to serve staggered terms of three years each from January 1st of the year for which elected. A non-officer Trustee who is nominated for election as an Officer shall, if elected, resign his or her post as a non-officer Trustee. The resulting non-officer Trustee vacancy shall be filled first by the runner-up, if available and willing, to the most recent election of non-officer Trustees, and if there be none, by appointment by the Board of Trustees at a regular or special board meeting called for that purpose, to serve out the remainder of the term of the Trustee vacancy.
a. The conduct of all meetings of the Board of Trustees shall be in accordance with Robert's Rules of Order (revised) when not in conflict with these By-laws. Regular meetings of the Board will be scheduled once each month, preceding the monthly membership meeting, and at times as the Chair may direct, or as requested by at least two of its Members. A quorum for transacting business will be six Members of the Board. Board Members are expected to attend all meetings. In the event that any Member of the Board is absent without sufficient cause (of which the Board shall be judge) from two consecutive meetings, the Board may declare the office vacant and so report to the membership.
If a member of the Board is unable to attend a scheduled meeting, a two way audio or audio-plus-video means may be allowed at no more than two meetings per Board member. The remote member must be connected for the entire discussion on the matter to vote on that matter.
b. The primary task of the Board of Trustees is to insure that the Club is being operated properly, not to administer day-to-day operations. Policy is the business of the Board. Any new or revised Club policy must have prior approval of the Board. The Board shall have the authority to approve the annual budget; distribute Club funds; arrange for the receipt, care, and deposit of Club funds; approve expenditure of any funds not specifically provided for in the annual approved budget; collect and settle or compromise claims for or against the Club; negotiate, when necessary in their judgment, loans upon the credit of the Club not involving the pledge of Club real property; employ and discharge employees of the Club; and in general exercise complete control over the funds, property, and business of the Club except as specifically provided for in these By-laws.
Section 3. Vacancy in Office. Except as provided in Section 2, above, relating to serving non-officer Trustees who are elected to the Bridge, any elective office which shall become vacant for any reason shall be filled by selection by the Board of Trustees at a regular or special meeting called for that purpose. The resignation of an elected officer is not effective until accepted by the Board of Trustees at a regular or special meeting.
Section 1. Commodore. The Commodore is the chief executive officer of the Club and shall enforce its By-laws, rules, and regulations and preside as Chair at all meetings of the Club and of the Board of Trustees. He or she shall appoint all non-elective officers, committee members and committee chairs except as provided for herein, shall have the sole power to establish and dissolve appointive or ad-hoc committees, and shall sign, together with the Secretary, on behalf of the Club, all contracts, bonds, and other written instruments approved by the Board of Trustees; he or she shall exercise general supervision over all affairs of the Club and shall have such powers and perform such other duties as may be required by these By-laws or which may be authorized by the Board of Trustees. The Commodore shall be an ex-officio member of all committees.
Section 2. Vice Commodore. It shall be the duty of the Vice Commodore to assist and be responsible to the Commodore in the discharge of his or her duties as requested, and, in the absence of or inability of the Commodore to act, the Vice Commodore shall perform the duties of the Commodore. He or she shall chair the Finance Committee, shall supervise the preparation of an annual budget of proposed receipts and expenditures for the coming year and shall submit this budget proposal to the Board of Trustees for approval prior to the Annual Meeting. The Vice Commodore shall also chair the Membership Committee and shall insure that the procedures specified in the By-laws with respect to Membership are carried out.
Section 3. Rear Commodore. It shall be the duty of the Rear Commodore to assist other officers as requested and, in the absence or disability of such other officers, to perform their duties. He or she shall chair the House Committee, shall be responsible for supervising the activities of the Club Manager, and shall have general responsibility for the maintenance and upkeep of the Club's physical facilities.
Section 4. Fleet Captain. The Fleet Captain shall act as a staff officer to the Commodore and shall manage the Club's boating programs, perform such other duties as may be assigned by the Commodore, and those duties that are usually incumbent upon the office.
Section 5. Secretary. It shall be the duty of the Secretary to keep an accurate record of all proceedings of the Club and of the Board of Trustees, to keep a roll of the Members and a list of the name, ownership, and description of each vessel enrolled in the Club, to keep a file of documents, records, communications, and other matters connected with Club business, to sign, together with the Commodore, on behalf of the Club, all contracts, bonds, and other written instruments approved by the Board of Trustees; and to perform such other duties as are usually incumbent upon the office and which may be authorized by the Board of Trustees.
Section 6. Treasurer. The Treasurer shall be the custodian of all funds of the Club and shall ensure the deposit of all Club funds received in the bank or banks approved by the Board of Trustees in the name of San Juan Island Yacht Club. The Treasurer shall provide such special working funds as may be authorized by the Board of Trustees. Disbursements shall be made by the Treasurer upon authority of the Board of Trustees, and vouchers or checks shall be signed jointly by the Treasurer and the Commodore, or in his or her absence the Vice Commodore.
Vouchers or checks for amounts of $1000.00 or less, as well as vouchers or checks for any routine repetitive expenses, provided they are for less than $2,000, may be signed solely by the Treasurer or, when necessary, by the Commodore or by the Vice Commodore. The Treasurer shall keep suitable books of account, shall make monthly reports to the Board of Trustees, and to meetings of the membership, of the financial condition of the Club, and shall perform such other duties as are usually incumbent upon the office or as may be authorized by the Board.
Section 7. Appointive Officers. The Appointive Officers of the Club will be Fleet Surgeon, Fleet Chaplain, Judge Advocate, Junior Membership Coordinator/Sailing Foundation Liaison and Assistant Treasurer, if deemed necessary.
Section 8. Judge Advocate. The Judge Advocate shall act as legal advisor to the Club and the Board of Trustees and shall perform such other duties as may be authorized by the Board of Trustees.
Section 9. Fleet Surgeon. The Fleet Surgeon shall advise the Club on all medical matters.
Section 10. Fleet Chaplain. The Fleet Chaplain shall arrange for prayers or other services as may be appropriate to the Club's activities. The post is non-denominational.
Section 11. Junior Membership Coordinator/Sailing Foundation Liaison. The Coordinator/Liaison shall coordinate activities of the Junior Members and shall act as Club liaison to the Sailing Foundation.
Section 12. Term of Office. All officers shall assume their duties on January 1 of the year for which they were elected or appointed and shall continue to serve until the earlier of December 31 of that year or until the date their resignation is approved by the Board of Trustees, or until removed from office in accordance with the provisions of these By-laws.
Section 13. Removal from Office. Any officer may be removed from office by the vote of two-thirds of the Members present at any regular membership or special membership meeting called for that particular purpose, but no such action shall be taken in either case until a reasonable opportunity has been given the officer to appear in his or her defense.
Section 1 Standing Committees. The Standing Committees shall be the Finance Committee, the Audit Committee, the House Committee, the Membership Committee, the Nominating Committee, and the Race Committee. Standing Committees shall have two or more Members, including the committee chair.
Section 2 Appointive or Ad-Hoc Committees. Appointive or ad-hoc committees of the Club may be constituted by the Commodore as he or she deems necessary.
Section 3. Finance Committee. This Committee shall be chaired by the Vice Commodore and its members shall assist him or her in the prescribed duties of his or her office. The finance committee shall report to the audit committee on an annual basis.
Section 4. Audit Committee. This committee shall be comprised of three regular Members of the Club, none of whom are members of the Board. They shall be selected and appointed by the Board of Trustees, who shall designate one of them to serve as Committee Chair. The Committee shall audit the books of the Club each year and submit its findings in writing to the Board of Trustees no later than the June meeting.
Section 5. House Committee. This Committee shall be chaired by the Rear Commodore, and its members shall assist him or her in the prescribed duties of his or her office.
Section 6. Membership Committee. This Committee shall be chaired by the Vice Commodore and its members shall assist him or her in carrying out the prescribed duties of his or her office. This Committee shall also be responsible for prescribing and maintaining the form and substance of Applications for Membership, Absentee Ballots, and other forms related to membership functions or processes.
Section 7. Nominating Committee. The Nominating Committee shall consist of five members, two of whom must be Trustees. One shall be the immediate Past Commodore, if willing and able to serve, and who shall act as Committee Chair; one shall be the next most recently serving Past Commodore who is willing and able to serve; one shall be a Trustee who is not an officer or Past Commodore, and who shall be selected by the Committee Chair; and two shall be elected by the membership at the June regular meeting from among candidates who have advised the Board prior to the May regular meeting of their willingness and availability to serve. No later than the May regular meeting the Board shall announce those candidates to the membership, and shall issue a form of absentee ballot for voting by those Members who cannot attend the June regular meeting.
Notwithstanding the provisions of the preceding paragraph if, after the June regular meeting, for any reason, should the immediate Past Commodore not serve on this Committee, then to fulfill the requirement that the committee have two Trustees, one of the two candidates to be elected by the membership shall be a currently serving Trustee, and the Committee Chair shall be selected by the Commodore.
If any seats on the Committee remain unfilled or become vacant after the June regular meeting and election of members to the Committee, the Commodore shall appoint as many willing Members as are needed to maintain committee strength at five Members, two of whom must be Trustees and, if available and willing to serve, two of whom should be Past Commodores.
Section 1. Rules of Conduct. The conduct of all membership meetings of the Club shall be in accordance with Roberts’ Rules of Order (revised) when not in conflict with these By-laws. A simple majority of voting Members present in person or by absentee ballot will decide all voted issues, except as specified herein.
Section 2. Regular Meetings. Regular meetings of the Club will be held normally on the third Thursday of each month, except when in conflict with a holiday or other scheduled Club event. The Commodore may eliminate the reading of routine reports, but the Secretary's minutes and the Treasurer's report must be posted on the Club bulletin board and Website in advance of each regular meeting.
Section 3. Change or Cancellation. Change or cancellation of any regular meeting date or special meeting date may be effected by a majority vote of the Board of Trustees or under extraordinary circumstances, by the Commodore.
Section 4. Annual Meeting. The regular meeting in November shall be known as the Annual Meeting and shall be a closed meeting, without guests, for the purposes of electing officers, receiving reports of Officers and Committees, and for any other business that may arise. Not later than one month before the Annual Meeting, the Secretary shall send a notice by first class mail, or by fax or publication in the Mud Flat Monitor and by e-mail, to each Member at his or her last known postal, e-mail or fax address. Notice of the meeting shall contain the names of the nominees for election.
Section 5. Quorum. Twenty-five percent of the voting membership, including any two of the following officers: Commodore, Vice Commodore, Rear Commodore, Fleet Captain, Secretary, or Treasurer, will constitute a quorum at any meeting of the membership.
Section 1 Nominations. The Nominating Committee shall prepare a recommended slate of candidates for the five offices of Vice Commodore, Rear Commodore, Fleet Captain, Secretary and Treasurer and for the two candidates to fill the annual vacancies of the elective, non-officer Trustees for presentation to the Members no later than the second regular meeting preceding the Annual Meeting. The Vice Commodore, after his or her term in office, and if willing, shall succeed automatically to the office of Commodore. If the current Vice Commodore is unwilling or unable to advance to Commodore, the Nominating Committee shall include in its slate a nominee for Commodore, with preference being given to the current Rear Commodore first, and the current Fleet Captain second, if willing and able to so serve if elected. Additional nominations for any of the open offices may be made by any Member who is eligible to vote from the floor at the regular meeting preceding the Annual Meeting so that the names of all nominees may be posted on the Official Bulletin Board, Website, mailed or published in the Mud Flat and e-mailed to the membership at large.
Section 2. Election. Election shall be at the Annual Meeting by secret ballot; each eligible voting Member shall be entitled to cast one vote for each office. The candidate for each office receiving the highest number of votes shall be elected. If there be only one candidate for any office, the Chair may, at its discretion, call for election by acclamation. Ballots shall list the names of all the nominees for each office. Absentee Ballots, on a form prescribed by the Board of Trustees, of Members who are eligible to vote but unable to attend must be marked and signed by the absent Member and received by the Secretary prior to the Annual Meeting.
Section 1. The Club Signal. The Club signal shall consist of a pennant having five equal-width stripes of alternating blue and gold parallel to the lower edge of the pennant, the bottom stripe being blue.
Section 2. The Commodore, when afloat, shall fly a blue rectangular flag with a white fouled anchor encircled with thirteen white stars.
Section 3. The Vice Commodore, when afloat, shall fly a red rectangular flag with a white fouled anchor encircled with thirteen white stars.
Section 4. The Rear Commodore, when afloat, shall fly a white rectangular flag with a red fouled anchor encircled with thirteen red stars.
Section 5. The Fleet Captain, when afloat, shall fly a white rectangular flag with a blue fouled anchor in the center.
Section 6. The Secretary, when afloat, shall fly a blue rectangular flag with a white feather in the center.
Section 7. The Treasurer, when afloat, shall fly a blue rectangular flag with a white acorn in the center.
Section 8. Past Commodores, when afloat, may fly a blue rectangular flag with three white stars on the hoist and a white fouled anchor.
Section 1. Charter Fund Members. A Charter Fund Member Certificate will have a marketable value and may be transferred to his or her heirs or assigns. This new Member shall then become a Regular, Associate, or Non-Resident Member, depending upon his or her qualifications, with all privileges therein and who has been duly nominated for membership and approved in the usual manner as outlined under Article III, Membership, Section 3.
Section 2. Regular, Associate, or Non-Resident Members. Regular, Associate, or Non-Resident Memberships, who became members before March 1, 2018, shall also have a marketable value in the Club at such time that the membership is closed. Such Member may sell this equity through the Board of Trustees to a new Member who has been duly nominated for membership and approved in the usual manner as outlined under Article III, Membership, Section 3. At such time as membership in the Club is closed, the "Marketable Value" referred to in sections 1 & 2 of this Article XI shall be established by the Board of Trustees and reviewed annually thereafter. Junior Memberships shall have no marketable value, and may not be transferred or assigned.
Section 1. Distribution of Assets. In the event that the Club should be liquidated, Charter Fund Members, Regular Members, Associate Members, Non-Resident Members, and Lifetime Members shall be entitled to an equal prorata share (based on the total number of memberships) of the proceeds of the sale of said Clubhouse, fixtures, and other assets, less the amount necessary to retire any outstanding legal obligations.
Section 1. These By-laws may be amended by a two-thirds majority vote of all the Members of the Club who have voted on the issue at a Regular or Annual Meeting of the membership, provided that the amendments are first approved by the Board of Trustees and presented in writing to the membership not less than twenty days before the meeting at which action is to be taken. Absentee ballots and Absentee Ballots approved by the Board of Trustees will be provided to the membership.
Section 2. The Board of Trustees will be receptive to proposed amendments to the By-laws submitted by any voting Member of the Club. Proposals shall be in writing to permit consideration and reference to the full membership without ambiguity. All such proposals will be posted by the Secretary on the Club’s Official Bulletin Board and Website, mailed or published in the Mud Flat, and e-mailed to the entire membership, together with Board comments, promptly following the first Board meeting held after submission of the proposed amendment to the Board and shall remain posted for a period of twenty days thereafter and until the close of the subsequent regular meeting of the Club.
Section 3. Notwithstanding the provisions of Section 1 (above), in the event that the Board is unable to concur with a proposed amendment, reasons therefore shall be submitted without delay to the originator and posted on the bulletin board with the original recommendation. Thereafter, if Members comprising twenty percent or more of the current voting membership request reconsideration in writing, the Board will present the proposal as provided for in Section 1 (above) regardless of Board non-concurrence. A two-thirds majority vote of all the Members of the Club who have voted on the issue will suffice to approve the proposed amendment.
The Club recognizes that, if it is to succeed and flourish, it needs the broad and active support of its Members. To this end the Club stands behind its officers and Trustees who are acting in good faith and with apparent authority in an attempt to advance the Club's interests. To the full extent permitted by the laws of the State of Washington, as hereafter amended, the Club shall indemnify any person who is made or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a Trustee or officer of this Club. This right of indemnification shall apply only if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Club and with respect to any criminal action or proceeding had no reason to believe his or her conduct was unlawful. Indemnification shall include expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding. However no indemnification shall be made in respect of any claim, issue, or matter as to which he or she shall have been judged to be liable for gross negligence or misconduct in the performance of his or her duty to the Club.
This indemnification right shall continue as to a person who has ceased to be an officer or director and shall inure to the benefit of his or her heirs, executors, and administrators.
The indemnification provided by this section shall not be deemed exclusive of any other right to which a person may be entitled as a matter of law or by contract.
The Trustees in their discretion may authorize the Club to indemnify any person other than a Trustee or Officer for expenses incurred or other amounts paid in any civil or criminal action, suit, or proceeding to which such person was, or was threatened to be made a party by reason of the fact that such person is or was an agent, employee, or representative of the Club.
The Club may purchase and maintain insurance on behalf of any person acting on behalf of the Club in any capacity, whether or not the Club would have the power to indemnify him or her under law.
The Club may offer reciprocal privileges to Members of other boating organizations. Except as approved by the Board of Trustees, these reciprocal privileges should only be granted when in-kind privileges are received by our Club, and shall be reviewed periodically. Except as approved by the Board of Trustees, clubhouse privileges allowing use of the Club's licensed premises may only be extended to clubs that maintain licensed premises, and moorage privileges should only be extended to Clubs that maintain reciprocal moorage space.
Supplemental By-Law Information
This section provides some supplemental information that the formal by-laws of the San Juan Island Yacht Club do not cover in full detail. They have been reviewed and approved by the Trustees of the Club.
Article III Section 2 – (j) Market Value
The following is an elaboration of the policy outlined in the by-law with some practical examples.