VIRGINIA YACHT CLUB CONSTITUTION & BY-LAWS
(Revised and Re-stated 2 May 2015)
Table of Contents
Article I Name, Mission, Officers
Article II Management
Article III Membership
Article IV Separation from Membership
Article V Dues, Fees, Assessments, and Other Charges
Article VI Meetings and Quorums
Article VII Standing Committees
Article VIII Ad Hoc Committees
Article IX Club Flags
Article X Reciprocal Privileges
Article XI Amendments to the By-Laws
Article XII Parliamentary Authority
Preamble
The Virginia Yacht Club was formed in 1948 and incorporated on September 2, 1948, as a nonstock member corporation under the laws of the Commonwealth of Virginia.
The initial Board of Trustees was granted the power to make corporate by-laws. Through that grant they chose to reserve for the voting members of the Virginia Yacht Club, the sole authority to make, repeal, or amend existing by-laws.
These by-laws are the self-imposed rules for governing the internal affairs of the Virginia Yacht Club. The formalities necessary to amend them are set forth in the by-laws.
To provide clarity and consistency with the governing documents of the Virginia Yacht Club, these by-laws reflect the operative provisions of the former Constitution of the Virginia Yacht Club. Accordingly, the Constitution, as a separate governing document of the Virginia Yacht Club, shall have no further force or effect, and these by-laws may from time to time be referred to as both the by-laws and the Constitution of the Virginia Yacht Club.
Each member is responsible for reading and understanding these by-laws and to understand the form of government of the Virginia Yacht Club.
Article I
Name, Mission, Officers
Section 1. Name. The name of the organization as incorporated in the Commonwealth of Virginia is “VIRGINIA YACHT CLUB” (hereinafter “Club”).
Section 2. Principal Office, Agent. The location of the principal office of the Club and its Agent, each of which may be changed from time to time, shall be as stated in the Certification of Incorporation.
Section 3. Mission Statement. The Virginia Yacht Club’s mission shall be to provide a forum for the development and practice of the art and science of boating. The Virginia Yacht Club shall be a cruising club.
The Virginia Yacht Club shall have a homeport, but – being a cruising club – its main function will be to foster the use of our yachts and not require that its members berth them in any specific location for the full enjoyment of the Club. It shall also encourage membership of like-minded yachtsman throughout the region.
The Virginia Yacht Club shall provide, through its elected Bridge of Officers, the planning and leadership for frequent cruises upon the waters of the Chesapeake Bay and beyond, to destinations both near and far. Where possible, cruises shall be designed to enable each member to practice the skills necessary to achieve their destination in a safe and enjoyable manner.
The Virginia Yacht Club shall promote the social and friendly relationship of its members by providing for the assembly and camaraderie of the membership in various ports of call.
Section 3. Officers. The Club shall have the following officers listed in order of precedence. Each officer shall be elected annually:
Commodore (President)
Vice Commodore (1st Vice President)
Rear Commodore (2nd Vice President)
Fleet Captain (3rd Vice President)
Secretary (Secretary)
Treasurer (Treasurer)
Section 4. Vacancies. Should an office listed in Article 1, Section 3, become vacant for any reason following an election, the remaining members of the Bridge, by majority vote, may fill that office for the remainder of the term.
Article II
Management
Section 1. Board of Trustees. The management of the Club shall be vested in a Board of Trustees (hereinafter “Bridge”) composed of the elected Club Officers as delineated in Article 1, Section 3, plus the Immediate Past Commodore.
Section 2. Bridge Powers. The Bridge shall have the authority for complete management of the business affairs and the property, real and personal, of the Club, and all the usual powers of a Board of Directors of a corporation. A majority vote of the Bridge shall be required for the exercise of all its powers, unless otherwise specified in the by-laws.
Section3. Officers’ Duties.
3.1 COMMODORE: The Commodore shall be the chief executive officer of the Club.
3.1.1. Shall command the fleet and shall preside at all meetings of the Club.
3.1.2. Shall be the Chairman of the Bridge.
3.1.3. Shall enforce the by-laws and all rulings of the Bridge.
3.1.4. Shall, with one other officer, sign all contracts, agreements, notes, etc., and all other official documents and papers.
3.1.5. May call special meetings of the Club.
3.1.6. Shall appoint the Cruise Directors and the Historian annually.
3.1.7. The Commodore may appoint a Fleet Surgeon and a Fleet Engineer to serve during the Commodore’s term of office.
3.2. VICE COMMODORE: The Vice Commodore shall assist the Commodore in the discharge of all the Commodore’s duties; and, in the absence or disability of the Commodore, shall officiate in the Commodore’s stead.
3.3. REAR COMMODORE: The Rear Commodore shall perform such duties as are assigned by the Commodore. The Rear Commodore will serve on the Membership Development Committee.
3.4. SECRETARY: The Secretary shall keep the permanent records of the Club for a period of time as specified herein, which shall include:
3.4.a. Roster of the names and addresses of members. (Forever)
3.4.b. Minutes of Club meetings.
3.4.c. Minutes of Bridge meetings.
3.4.d. File of all Scuttlebutt issues.
3.4.e. File of all regulations and notices of the Club.
3.4.f. File of all Club correspondence.
3.4.g. Files of publications of associations to which the Club belongs.
3.4.h. File of all reports filed with governmental agencies.
3.4.1. Shall prepare records of the minutes of Club meetings and Bridge meetings and shall make such records available to the membership or the Bridge as required by the Commodore.
3.4.2. Shall, on authority of the Commodore, issue notices, bulletins, and memoranda to the Club as a whole, and to individual members.
3.4.3. Shall have the custody of all contracts, documents, and papers.
3.4.4. Shall supervise the preparation of the annual Roster and Yearbook.
3.4.5. Shall sign and issue all membership cards.
3.4.6. Shall maintain a close liaison with the Treasurer to keep current membership status of all members.
3.4.7. Shall maintain an up to date mailing list, an up to date email address list, and provide copies and/or mailing labels for use as requested.
3.4.8. At the expiration of the Secretary’s term of office, the Secretary shall turn over to the new Secretary all records, documents, papers and other Club
property in the Secretary’s possession.
3.5. TREASURER: The Treasurer shall have the custody of all funds and all investment records of the Club.
3.5.1. Shall collect all dues, fees, and other monies due to the Club.
3.5.2. Shall deposit the funds of the Club in a bank approved by the Bridge and on the authority of the Commodore, or in the Commodore’s absence the Vice Commodore, shall draw checks and make disbursements.
3.5.3. Shall keep an accurate record of all receipts and disbursements, which shall be available at any time for inspection by the Bridge.
3.5.4. Shall notify the Board of any member in arrears.
3.5.5. Shall maintain close liaison with the Secretary to provide current membership status of all members.
3.5.6. At the expiration of the Treasurer’s term of office, the Treasurer shall turn over to the new Treasurer all monies, records and other Club property in the Treasurer’s possession.
3.6. FLEET CAPTAIN: The Fleet Captain shall have the responsibility for hosting the Club’s social hours and maintaining the Club’s property.
3.6.1. Shall have charge of Club property and equipment and shall protect the same from loss or damage.
3.6.2. The Fleet Captain will be responsible for the inventory of Club property and will provide the membership with a report at the Annual Meeting.
3.6.3. Shall insure the Club has adequate and appropriate supplies for its social hours, arrange for the transportation of the supplies and maintain the inventory. 3.6.4 Shall serve as the host of the social hours and recruit others to assist as needed.
3.7. HISTORIAN: The Historian, normally the Immediate Past Commodore, shall, on an annual basis, be responsible for placing in the Club’s archives:
3.7.1 A summary of the Club’s cruises and activities for the year.
3.7.2 A list of Bridge officers.
3.8. FLEET SURGEON: When appointed by the Commodore, the Fleet Surgeon, if available, will assist in any medical situation during the course of an official Yacht Club function.
3.9. FLEET ENGINEER: When appointed by the Commodore, the Fleet Engineer, if available, will consult with any VYC vessel owner experiencing a mechanical problem during an official Yacht Club function.
Article III
Membership
Section 1, Eligibility. All persons at least age 21 years of age are eligible to apply for membership in the Virginia Yacht Club. Invitation for membership shall not consider race, sex, religion or national origin of the applicant.
Section 2. Membership Categories. The five (5) types of membership in the Club shall be: 1) FULL MEMBERSHIP – INDIVIDUAL, 2) FULL MEMBERSHIP – HUSBAND AND Wife 3) ASSOCIATE MEMBERSHIP, 4) HONORARY MEMBERSHIP and 5) DISTINGUISHED MEMBERSHIP.
FULL MEMBERSHIP – INDIVIDUAL: Shall be a male or female OWNER of at least fifty (50) percent of a live aboard boat that has power propulsion of a type normally used for pleasure boating, and has a minimum length of twenty-five (25) feet. Full Member – Individual shall have voting privileges, is required to pay dues and may hold Office. Persons who have been Full Members – Individual in good standing, but no longer meet the ownership requirements after having been a member for at least one year, may renew as Full Member – Individual or alternatively request ASSOCIATE MEMBERSHIP.
FULL MEMBERSHIP – HUSBAND AND WIFE: Shall be husband and/or wife owning at least fifty (50) percent of a live aboard type boat described above. Both husband and wife shall be full members of the Club with individual voting privileges, requirement to pay dues and may each hold Office, although both cannot hold office concurrently. Full Members – Husband and Wife in good standing but no longer meeting the boat ownership requirement after having been members for at least one year are eligible to renew as Full Members – Husband and Wife or alternatively either or both may request Associate Membership. In case of death or divorce, husband, wife or both may request Full Membership – Individual provided boat ownership requirements are or have been met for at least one year. Alternatively, both or either may request Associate Membership in the Club if boat ownership requirements are not met but have been met for at least one year. If a husband and wife are Full Members – Husband and Wife and one of them is made an Honorary Member, the other member may choose to become a 1) Full Member – Individual; 2) an Associate Member or 3) may simply participate in the VYC with their Honorary Member spouse without annual dues, voting privileges or the right to hold office.
ASSOCIATE MEMBERSHIP: Shall be Full Members who, after being a member for at least one year, no longer meet boat ownership requirements and request Associate Membership. Associate Membership also includes widows and widowers of members in good standing. Associate Members shall have voting privileges, pay Associate Membership dues as set by the Bridge, and receive all Club correspondence. Associate Members are not allowed to hold office. Widows and widowers of former members becoming such before January 1, 2002 may continue their participation in the Club as Associate Members, but without voting privileges and without paying dues. Widows and widowers of former members becoming such after January 1, 2002 may continue their participation in the Club as Associate Members, but without voting privileges, and must pay dues equal to one-half the amount of an Associate Member. Or, these widows and widowers of former members may request to become Full Member – Individual. Widows and Widowers of Honorary Members may continue their participation in the VYC without membership cost or may elect to become Full Member – Individual or Associate Member with all related costs and privileges.
HONORARY MEMBERSHIP: Honorary Membership may be conferred by the Bridge and shall be limited to a Full Member whose significant contribution(s) over a number of years has (have) done much to preserve the vitality, traditions and comradery of the Club. An Honorary Member shall be exempt from dues, have voting privileges and may hold office.
DISTINGUISHED MEMBERSHIP: Persons who have not been members but who have rendered exceptional service to the Club and its members, may be elected by the Bridge as Distinguished Members and are exempt from paying dues. They shall be invited to participate in club activities on the same basis as other members but will not have the right to vote or to hold office.
Section 3. Membership Application Process.
3.1. A Membership Development Committee will be established to help recruit new members and consider all applicants for membership in the Club.
3.2. The Membership Process will proceed as follows:
3.2.a. Upon receipt of the application, including the required sponsor signatures, letters of recommendation and appropriate application fee, the Commodore will forward all the paperwork to the Chair of the Membership Development Committee for further action.
3.2.b. The Commodore will publish the name of the applicant in a Scuttlebutt, (printed or electronic) or other special notice to all members and solicit comments from the membership to be directed to the Commodore or Chair of the Membership Development Committee. The Commodore and/or Chair must notify the Membership Development Committee members of all comments received.
3.2.c. After at least a 15 day period following the notice to members, the Membership Development Committee will review the application and any comments received.
3.2.d. Following the review the Membership Development Committee will invite the applicant to a Club function, or part thereof, where the applicant will be interviewed by the Committee and introduced to the membership. Members will have at least another 15 day period after the introduction to make comments to the Committee. At the end of that period the Membership Development Committee will forward a recommendation of acceptance or rejection of the application to the Commodore. Majority vote of the Committee is required for acceptance or rejection.
3.2.e. The Bridge shall then vote on the applicant. Two negative votes from the Bridge will require the Commodore to notify the applicant and sponsors that the application has been rejected.
3.2.f. If the application is approved the Commodore will notify, in writing, the applicant, sponsors, and Chair of the Membership Development Committee.
Article IV
Separation from Membership
Section 1. Expulsion. Any member may be expelled for cause by a vote of four (4) of the members of the Bridge. Such member shall be notified in writing of the reasons for his expulsion and be given an opportunity, upon reasonable notice, to appear before the Bridge to be heard in opposition to such expulsion.
Section 2. Expiration. For members whose annual dues are not paid by March 1 of the year for which they are due, their membership shall be considered to have expired and they will be automatically dropped from membership.
Section 3. Resignation.
3.1. Members desiring to resign voluntarily may do so at any time during the year by notifying the Secretary in writing, by either letter or email. In this case, membership will continue in effect until the last day of the calendar year.
3.2. Members not wishing to continue in membership for the upcoming year shall notify the Secretary in writing not later than March 1 of the year in which the resignation is to become effective.
Section 4. Reinstatement. A former member may apply for reinstatement provided all delinquent dues, if any, are paid. Reinstatement, if eligible, may be granted by an affirmative vote of four (4) members of the Bridge, in person, by mail, email or telephone.
Article V
Dues, Fees, Assessments and Other Charges
Section 1. Annually, normally in the fall of each year, upon recommendation of the Treasurer, the Bridge shall establish the amount of dues for each class of membership to be effective for the following calendar year.
1.1. Dues for members who resign during the year, or are expelled for cause, shall not be pro-rated. Dues once paid are not refundable.
Section 2. An Application Fee to be charged each new applicant for membership is authorized. The Bridge shall establish the amount of said Application Fee that may be changed from time to time. Applicability of the Application Fee shall be governed as stated in Article III.
Section 3. The Bridge may recommend the establishment of additional fees, either temporary or permanent, to the membership. Enactment may only be accomplished with the approval of the membership. Approval of the membership may be obtained by majority vote of the voting members present and voting at a regularly scheduled meeting or a special meeting called specifically for such purpose. A 30 day prior written notice to all voting members of such proposed action is required.
Section 4. The Bridge, in its discretion, may authorize the temporary leasing of facilities for Club cruising purposes, Club meetings or storage of Club equipment.
Section 5. The Bridge, in its discretion, and by a vote of approval of the membership by the majority present in a meeting or by written referendum, may set aside any fund for future capital improvements by way of improvements of Club facilities, the purchase or long term capital lease of Club property, or improvements, or may in its discretion, and with a vote of approval by the membership by the majority present, approve assessments for the improvements of existing facilities, the purchase or long term capital lease of new facilities, or raise funds for unforeseen or unusual expenses.
Section 6. The Bridge is authorized and empowered to borrow money, pledge or encumber property owned by the Club, purchase property, lease or rent long term facilities, and otherwise take all action necessary, and authorize the officers to execute all instruments necessary to carry out such objectives, provided this is approved by the majority of the membership present at a meeting called for such purpose or by a written referendum. A 30 day prior written notice to all voting members of such proposed action is required.
Article VI
Meetings and Quorums
Section 1. Bridge Meetings. Meetings of the Bridge shall be held at such reasonable times and places selected by the Commodore upon five (5) days notice by mail, email, telephone, or otherwise by agreement.
Section 2. Membership Meetings. Meetings of the general membership shall be held at such reasonable times and places selected by the Commodore upon ten (10) days notice by mail, email, or telephone.
2.1. General Membership Meetings are normally held each spring and fall, usually in conjunction with other Club activities.
2.2. The Annual Meeting of the membership shall be held in September or October of each year at such reasonable times and places selected by the Commodore upon not less than ten (10) days notice by mail and/or email. This meeting may also be referred to as the Closing meeting if the two events coincide; but the two events may be conducted separately.
2.2.a. Reports of current elected Officers and Committee Chairs shall be given at the Annual Meeting.
2.2.b. At such meeting, the names of six members of the Club shall have their names placed in nomination for the six Club offices by the Chair of the Nominating Committee. Nominations may also be made from the floor at this meeting, as long as those nominated from the floor positively indicate their willingness to serve if elected. After nominations have been closed, one member shall be elected to each office for which a member has been nominated. Each officer, so elected, shall take office immediately and serve for the ensuing year until the following Annual Meeting.
2.3. Special Meetings. Special meetings may be called by the Commodore or upon written request of fifteen (15) voting members in good standing. A written notice shall be mailed at least 30 days in advance to all voting members notifying them of the time, place, and subject of the special meeting. No other business shall be conducted at a special meeting, other than that for which the meeting is called.
Section 3. Quorums.
3.1. Four members of the Bridge shall constitute a quorum of the Bridge.
3.2. The presence of at least fifteen (15) voting members in good standing shall constitute a quorum for the conduct of business for all general membership meetings, including the Annual Meeting and any Special Meetings.
Article VII
Standing Committees
Section 1. Nominating Committee.
1.1. Organization. The Nominating Committee shall consist of a Chair and two (2) members, each of whom shall have been members for a minimum of three (3) years. The Commodore appoints all members of the Nominating Committee. The Chair of the committee must be a Past Commodore. By precedent, the Immediate Past Commodore is normally appointed as Chair; however, it remains the Commodore’s prerogative to select any other Past Commodore to serve as Chair.
1.2. Duties. The Nominating Committee shall interview members with respect to their desire to serve as an officer of the Club. At the Annual Meeting, the Chair of the Nominating Committee shall present a slate of prospective officers in nomination for the offices of Commodore, Vice Commodore, Rear Commodore, Fleet Captain, Secretary and Treasurer.
1.3. Meetings. The Nominating Committee shall meet at the call of the Chair with reasonable notice and at reasonable times.
Section 2. Membership Development Committee.
2.1. Organization. The Membership Development Committee shall consist of a Chair (a Past Commodore), the Rear Commodore and at least three (3) members in good standing. No sitting officer, other than the Rear Commodore can be a member of the Membership Development Committee. The Commodore appoints at large members of the Membership Development Committee.
2.2. Duties. The Membership Development Committee shall interview all applicants, and spouses if available, with respect to their desire to become members of The Virginia Yacht Club.
2.3. Meetings. The Membership Development Committee shall meet at the call of the Chair with reasonable notice and at reasonable times. Any three (3) members of the Committee may constitute a quorum for purposes of interviewing and voting on applicants.
2.4. New Applicants. The Club understands that developing new members is critical to its long term health, success, and sustainability. To that end the Rear Commodore shall serve as the person responsible within the Membership Development Committee for creating and executing appropriate efforts to help develop new members. In these endeavors the Rear Commodore may call on others to assist. It is recognized that it is not in the Club’s best interest to conduct wide scale or mass solicitations of membership to unknown individuals.
Article VIII
Ad Hoc Committees
Section 1. The serving Commodore is hereby authorized to appoint additional committees as needed. Each committee so established serves at the pleasure of the Commodore, with the organization, authority, and responsibility given it. The committee will be disestablished automatically at the conclusion of the appointing Commodore’s term of office.
Article IX
Flags
Section 1.The distinguishing Burgee of the Club shall be a triangular pennant, the hoist to be twothirds (2/3) of the fly. The device shall be on a dark blue field bisected by an orange-colored horizontal cross. Superimposed on the center of the cross shall be a white block letter “V”. The length of a Burgee flown from any boat shall not exceed one half (1/2) inch for each foot in length of the boat on deck.
Section 2. The flags of the officers of the Club are as follows:
2.1. Commodore: A rectangular flag with a white fouled anchor encircled with thirteen five-pointed white stars on a blue field.
2.2. Vice Commodore: A rectangular flag with the same device in white, on a red field.
2.3. Rear Commodore: A rectangular flag with the same device in red, on a white field.
2.4. Fleet Captain: A rectangular flag with a fouled anchor on a white field.
2.5. Secretary: A rectangular flag with two white crossed quills on a blue field.
2.6. Treasurer: A rectangular flag with a white acorn on a blue field.
2.7. Appointed Officers: May fly such flags as are customary for their respective office.
Section 3. The Club Burgee should normally be flown from the bow staff; however, it may also be flown from the starboard yardarm of the forward most mast, or from a starboard radio antenna or a starboard guy-wire.
Section 4. The Burgee shall only be flown on boats of members or on non-member boats on official business of the Club with a member aboard. If a Club officer is aboard any boat on official Club business, that officer is entitled to fly the flag of the office held in addition to the Club Burgee.
Article X
Reciprocal Privileges
Section1. The Club may belong to other “Associations or Yacht Clubs” that offer “reciprocal privileges” and shall, to the extent permitted by its facilities, extend reciprocal privileges of membership to all members of other Yacht Clubs in said Associations.
Section 2. It is Club policy that any charges incurred by members while visiting any other yacht club, marina, or other marine facility, may not be billed back to the Club even though it may be the policy or a condition of entry to the host facility. Members visiting other facilities are expected to personally clear all charges incurred by them without reference to the Virginia Yacht Club.
Article XI
Amendments to the By-Laws
Section 1. By Members at large. Any voting member in good standing may propose an amendment(s) to these by-laws provided that such proposed amendment(s) is seconded by at least five (5) other members in good standing. A proposed amendment(s) must be in writing, signed, seconded by the voting members in good standing, and submitted to the Secretary.
Section 2. By the Bridge. The Bridge may recommend changes to these by-laws to the membership.
Section 3. Meeting to Consider. The Secretary shall ask the Commodore to determine a reasonable time and place for consideration of any proposed amendment(s), whether submitted per Section 1 or 2 above, to be discussed and voted upon. The Secretary shall send each voting member in good standing a copy of the proposed amendment(s) at least 30 days in advance with the time and place of the meeting provided.
Section 4. Provided a membership quorum is present, a two-thirds affirmative vote of members eligible to vote, in good standing, present, and voting shall be necessary for adoption.
Section 5. There shall be no suspension of these by-laws, or any section thereof, except by unanimous consent of the members eligible to vote, in good standing, in attendance with a membership quorum present.
Article XII
Parliamentary Authority
Section 1. The rules contained in the current edition of Robert’s Rules of Order, as annually revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rule of order the Club may adopt.