Constitution of the West River Sailing Club, Inc.

Article I – Name

This organization shall be known as “The West River Sailing Club, Inc.”

Article II – Purpose

The purpose of this Club shall be to encourage the sport of sailing, to stimulate racing, and to increase the knowledge of seamanship.

Article III – Officers

Section 1 Officers. The officers of the club shall consist of a Commodore, a Vice Commodore, a Rear Commodore, a Fleet Captain, a Secretary, a Treasurer, three At-Large members, and the Immediate Past Commodore.  The offices of both Secretary and Treasurer may be held by a single person as Secretary-Treasurer.  All officers except the Secretary and the Treasurer shall be elected at the annual meeting.  The Secretary and the Treasurer shall be nominated by the Commodore, and confirmed by a majority vote of the Executive Board and shall serve until replaced by the Executive Board.  Compensation for duties of Secretary and Treasurer may be paid in an amount as determined from time-to-time by the Executive Board.  Eligibility to hold office shall be limited to members of the Club entitled to vote.  Either family member may hold office but only one family member may hold office at any one time.  For Business transactions of the Club, the Commodore shall be the President of the Corporation, the Vice Commodore, Rear Commodore, and the Fleet Captain shall be Vice Presidents of the Corporation.  The Secretary shall be the Secretary of the Corporation and the Treasurer shall be the Treasurer of the Corporation.  Except as otherwise provided in this Constitution, the Executive Board shall fill any vacancies occurring on the Board between annual meetings.

Section 2 Commodore. It shall be the duty of the Commodore to preside at all meetings of the Club; to sign or authorize the signature of all official acts and orders necessary to carry out the Club’s will; the Commodore shall nominate the Secretary and the Treasurer for confirmation by the Executive Board; and with the approval of the Executive Board to appoint the chairs of all Standing and Special Committees; and to appoint the Appointed Officers; and prescribe the duties of the other Committees and Officers that the Commodore may deem necessary of desirable.

Section 3 Vice Commodore. It shall be the duty of the Vice Commodore to see to the financial soundness, the full and active membership, and the clear communications within the Club, as well as external publicity.  The chairs of standing and special committees who support these functions shall report to the Vice Commodore.  It shall also be the duty of the Vice Commodore to assist the Commodore in the discharge of the Commodore’s duties, to officiate in the Commodore’s absence, and to succeed the Commodore in the event the Commodore is unable or unwilling to continue the duties of Commodore for any reason.

Section 4 Rear Commodore. It shall be the duty of the Rear Commodore to see to the acquisition and maintenance of the physical property of the Club, including but not limited to property, buildings, pier and other facilities.  The chairs of all standing and special committees who support these functions shall report to the Rear Commodore.  The Rear Commodore shall succeed the Vice Commodore in the event the Vice Commodore is unable or unwilling to continue the duties of the Vice Commodore for any reason or in the event of the succession of the Vice Commodore to Commodore.

Section 5 Fleet Captain. It shall be the duty of the Fleet Captain to see to the acquisition, maintenance, and proper operation of the clubs boats, and the establishment and maintenance of an active sailing program throughout the Club, including but not limited to racing, cruising, and education.  The chairs of standing and special committees who support these functions shall report to the Fleet Captain.  The Fleet Captain shall be responsible for the selection of members to represent the Club in interclub sailing events.  The Fleet Captain shall succeed the Rear Commodore in the event the Rear Commodore is unable or unwilling to continue the duties of the Rear Commodore or in the event of the succession of the Rear Commodore to Vice Commodore.

Section 6 Secretary. It shall be the duty of the Secretary to keep minutes of the meetings of the Club, to have custody of all official Club files and records, to be responsible for maintaining a file of all reports and documents connected with the proceedings of the Club, to conduct and maintain a file of all correspondence of the Club, and to perform such other services as may be required by the Club.

Section 7 Treasurer. It shall be the duty of the Treasurer to hold secure the Club’s funds and to administer and report all financial transactions of the Club.  In this capacity the Treasurer shall collect all monies due, to keep a correct roll of the members, to maintain member contact information, have charge of the funds of the Club, keep account of all monies received and paid out, and disburse funds as provided for in the annual budget or when authorized by the Executive Board.  The Treasurer shall present at each Annual or General Meeting, or when requested by five voting members, a detailed statement showing the financial condition of the Club, and perform such other services as may be required by the Club.  The Treasurer shall arrange for an audit of the Club finances at the end of each fiscal year by a certified public accounting firm approved by the Finance Committee.  The Treasurer shall serve as a member of the Finance Committee. The Treasurer shall be bonded, at the expense of the Club, in an amount determined by the Executive Board.

Section 8 At-Large Members. One, each, At-Large Member from Cruiser Racing, One-Design, and Cruising Fleets shall be elected at each annual meeting and shall serve until the next annual meeting.  They shall be nominated from voting Club members who are active participants in their respective fleets and shall serve as the primary representative on the Executive Board for their fleets.  It shall be the duty of the At-Large Members to assist in matters of concern to the Executive Board.  Duties including those assigned to other Officers may be assigned to the At-Large Members as the Commodore finds to be in the best interest of the Club.  Except as provided in this constitution, vacancies in an At-Large position shall be filled by the Executive Board until the next Annual Meeting of the Club.

Section 9 Immediate Past Commodore. It shall be the duty of the Immediate Past Commodore to provide continuity to the Executive Board based on his or her previous experience as Commodore.  The Immediate Past Commodore shall convene and chair the Nominating Committee in accordance with Article VII, Section 2.

Article IV – Executive Board

The Executive Board shall consist of the Officers of the Club.  The Executive Board shall manage the business and affairs of the Club, and it shall exercise all powers of the Club and perform all lawful acts necessary for the operation and maintenance of the Club.  The Executive Board shall approve an annual Club Budget at its first meeting after the Club’s Annual Meeting.  It shall also elect by a two-thirds vote of its members, nominees to membership in the Club in accordance with Article VIII.  A majority of the members of the Executive Board shall constitute a quorum.  The Executive Board shall be the Board of Directors of the Corporation.

Article V – Committees

The Executive Board shall establish standing and special committees as needed to support the duties and responsibilities of the Executive Board.  The duties and responsibilities of these committees shall be described in the By-Laws of the Club.  Standing committees shall support core activities as prescribed in this Constitution and once established shall continue until changed by the Executive Board.  Special committees shall be established to support emergent, limited-term requirements and shall either have a set term for existence, or shall be renewed annually by the Executive Board.  (See By-Laws Item III Committees)

Article VI – Appointed Officers

Section 1 Appointed Officers. Appointed Officers shall consist of the Chaplain, Fleet Surgeon, Parliamentarian, and Club Environmentalist.   Candidates for an Appointed Officer position shall be nominated by the Commodore, as soon after the Annual Meeting as practical, and approved by the Executive Board.  All Appointed Officers shall report to the Commodore.  All Appointed Officer’s shall serve for a period of one year ending at the subsequent annual meeting.  They may serve multiple consecutive terms with the annual approval of the Executive Board.

Section 2 Chaplin. The Chaplin shall provide spiritual invocations for the safety of the Fleet and the Members of the Club at Club ceremonial functions.

Section 3 Fleet Surgeon. The Fleet Surgeon shall make recommendations to appropriate committee chairs and the Executive Board concerning health and safety issues affecting the members and guests during club activities.

Section 4 Parliamentarian. The Parliamentarian shall be called upon from time-to-time to advise the Commodore, Executive Board, and/or committee chairs on procedural issues concerning the proper conduct of Club meetings and elections.

Section 5 Environmental Advocate. The Club Environmentalist shall make recommendations concerning the environmental impact of Executive Board and committee activities.  He or she shall prepare recommendations for Club activities to promote the conservation of the West River and Chesapeake Bay environs.  He or she shall be the Club liaison with area environmental groups to coordinate activities, make Club members aware of conservation programs and to encourage Club member participation in such activities.

Article VII – Elections

Section 1 Elective Offices. The Commodore, Vice Commodore, Rear Commodore, the Fleet Captain, and At-Large Members shall be elected at the Annual Meeting and shall upon election assume the duties of their office.

Section 2 Nominating Committee. Two months prior to the Annual Meeting, the Commodore shall appoint a Nominating Committee consisting of the five most recent Past Commodores who are voting members of the Club and who are available to serve.  The Immediate Past Commodore shall serve as Chair of the Nominating Committee.

Section 3 Procedure. The Chair and Members of the Nominating Committee shall solicit recommendations for the elective offices from the members of the Executive Board and from other members of the Club as it deems necessary.  With respect to nomination of the At-Large Members, the Nominating Committee shall consult with, but not be governed by the respective Fleet Committees.  The Nominating Committee shall nominate one candidate for each elective office and shall advise the membership of its slate at least two weeks prior to the Annual Meeting.  The candidates presented by the Nominating Committee, together with such additional qualified candidates as may be nominated from the floor at the Annual Meeting shall be presented for election.  In the event that one or more offices have multiple candidates, voting shall be by secret ballot until one candidate receives a majority of the votes.  For offices where candidates are unopposed, voting shall be by acclamation.

Article VIII – Membership.

Section 1 Persons Eligible. Any person owning a sailboat or having an active interest in sailing shall be eligible for membership in the West River Sailing Club.  The Club shall not discriminate for the reasons of race, creed, gender, age, or national origin when determining eligibility for membership.

Section 2 Membership approval. Any person having made an application and received a Club Member’s recommendation, and been approved by a two-third majority vote of the Executive Board at a duly called meeting shall be made a member of the Club.  Application for membership and procedures pertaining there to shall be prescribed in the By-Laws.

Section 3 Types of Membership. The types of membership in the Club shall consist of: Regular Member, Associate Member, Life Member, Senior Member, Corinthian Member, Absent Member, Honorary Member, and Junior Member.  Each type of membership will be designated as either voting or non-voting.  Voting memberships will entitle the member or in the case of the member’s absence, the member’s spouse or partner, one vote at annual and general meetings of the membership.  The Commodore with the approval of the Executive Board may create additional membership types to promote overall club membership.  The Executive Board may also create sub-statuses of membership types (such as Provisional Membership) to promote overall club membership.  Such membership types and sub-statuses must be reapproved each year at the first Executive Board meeting after the Annual Meeting.

a) Regular Member – Voting. A Regular Member shall be any person 21 years of age or older, who has been found eligible by the Executive Board for full voting membership, and who is not in default of any obligation imposed by the Constitution or the Club Bylaws.  The spouse or partner of the member shall be entitled to all rights and privileges of the Club.  A Regular Membership shall be construed as a family membership with the rights and privileges thereof becoming vested in the surviving spouse or partner on the death of the Regular Member.  Any child of a Regular Member under the age of 21, with the Member’s consent, shall be entitled to the rights and privileges of the Club.

b) Life Member – Voting A Life Member shall be any person 21 years of age or older, who has been found eligible by the Executive Board for full voting membership, and who is not in default of any obligation imposed by the Constitution or the Club Bylaws.  The spouse or partner of the member shall be entitled to all rights and privileges of the Club.  A Life Membership shall be construed as a family membership with the rights and privileges thereof becoming vested in the surviving spouse or partner on the death of the Life Member.  Any child of a Life Member under the age of 21, with the Member’s consent, shall be entitled to the rights and privileges of the Club.  In the event of the death of the surviving spouse or partner, these rights and privileges shall be continued for the children until they reach the age of 21.

c) Senior Member – Voting and Non-Voting. A Senior Member shall be any person over the age of 65 who has been a Regular, Corinthian, or Absent Member for the past five years and who is not in default of any obligation imposed by the Constitution of the Club Bylaws and whose request for Senior Membership has been approved by the Executive Board.   A Member must make a request in writing for Senior Membership to the Executive Board.  A Senior Member and their spouse or partner shall continue to have rights and privileges of the class of membership most recently held prior to making the request.

d) Associate Member – Voting. An Associate Member shall be any person aged 19 to 25 who has been found eligible by the Executive Board, and who is not in default of any obligation imposed by the Constitution of the Club By-Laws.  The spouse or partner of the member shall be entitled to all rights and privileges of the Club.  An Associate Member may become a Regular Member during the life of the Associate Membership by the payment of the current initiation fee.  Dues paid by the Associate member shall be credited towards the initiation fee upon application for and acceptance as a regular member provided there has been no interim lapse on the member’s Associate Membership.

e) Corinthian Member – Non-Voting. A Corinthian Member shall be any person 21 years of age or older, who has been found eligible by the Executive Board for non-voting membership, and who is not in default of any obligation imposed by the Constitution or the Club Bylaws.  The spouse or partner of the member shall be entitled to all rights and privileges of the Club due a Corinthian Member.  A Corinthian Membership shall be construed as a family membership with the rights and privileges thereof becoming vested in the surviving spouse or partner on the death of the Corinthian Member.  Any child of a Corinthian member under the age of 21, with the Member’s consent, shall be entitled to the rights and privileges of the Club.  When the Executive Board finds a Corinthian Member eligible for Regular Membership, he or she shall pay the initiation fee and become a Regular Member.

f) Absent Member – Non-Voting. Any member in good standing who moves out of the area, who does not maintain a boat for personal use in Maryland waters, and does not regularly use the Club facilities, may request the Executive Board change his or her status to that of an Absent Member for so long as the foregoing criteria continue to be met.  An Absent Member shall not have the right to vote or to hold an Executive Board position.  A request for Absent Membership must be made in writing to the Executive Board.  Absent Members will continue to receive all Club communications.  An absent member may resume their previous membership type by requesting the change in writing to the Executive Board and paying the appropriate dues for the current year.  The absent member will receive credit for Absent Member dues paid in the current year.

g) Honorary Member – Non-Voting. An Honorary member shall be any person found eligible by the Executive Board and who is elected as an Honorary Member by a two-thirds vote of the Board.  Honorary Membership shall expire annually after the second meeting of the Executive Board after the Annual Meeting unless extended for an additional year by a two-thirds vote of the Executive Board.  Honorary Members shall have all privileges of the Club, but not the right to vote or hold an Executive Board position, and shall be exempt from the payment of dues or assessments.

h) Junior Member – Non-Voting. A Junior Member is any person with at least one parent’s consent, under 19 years of age, found eligible by the Executive Board.

Section 4 Limitations. Membership in the Club shall be limited to a maximum of three hundred (300) Regular and Life members combined.  There are no numerical restrictions on the other classes of membership.

Article IX – Meetings and Reports

Section 1 Meetings. The Annual Meeting, General Meetings, Regular Meetings of the Executive Board, and Regular Reports of the Chairs of the Committees and Appointed Officers shall be conducted in accordance with the following procedures:

a)  Annual Meeting of the Membership. The Club shall hold an Annual Meeting of the membership to elect officers, review the Club’s current financial status and coming year’s budget, vote on any recommended changes to the member dues or fees, receive the reports of the committee chairs, review the programs and the state of the Club, and transact such other business as appropriate.  This meeting shall be held on the Saturday before Thanksgiving.  Twenty members eligible to vote shall constitute a quorum.  Votes by proxy shall not be permitted.

b)  General Meetings of the Membership. In addition to the Annual Meeting, a General Meeting of the membership may be held to consider matters of importance to the Club.  Such meetings may be called at the discretion of the Commodore and must be held upon written request submitted to the Executive Board by ten percent (10%) of the voting members of the Club.  All members of the Club must be notified of the scheduling of a General Meeting and the purpose for which it is being called fourteen (14) days prior to convening the meeting. Twenty members eligible to vote shall constitute a quorum.  Votes by proxy shall not be permitted.

c)  Regular Meetings of the Executive Board. Regular meetings of the Executive Board shall be held monthly.  The Board by a majority vote of its members may suspend such meetings for a period not to exceed three consecutive months.  A majority of members of the Executive Board shall constitute a quorum.  An absent member of the Board may vote by proxy.  Such proxy shall be in writing, signed, and dated.  No proxy may be used to constitute a quorum.  On urgent matters, and at the request of the Commodore, any action required or permitted to be taken at any regular meeting of the Executive Board may be taken without a meeting, if the written consent setting forth the action taken is signed by two-thirds of the members of the Executive Board.  Such written consent shall be filed with the minutes of the next regular meeting of the Board.

d)  Regular Reports of Chairs of Committees and Appointed Officers. Regular reports of the Chairs of Committees and Appointed Officers shall be submitted monthly to the Executive Board.  The purpose of such reports is to provide the Board a summary of the activities of the committees and to bring to the attention of the Board any special requests or needs of the Committees or Appointed Officers.  For the purpose of receiving such information a quorum shall be constituted by the presence of two members of the Executive Board.  If the Executive Board is expected to act on a request or a need the same day it is presented, then the individual making the request must inform the Commodore of all matters pertaining to the request at least one week prior to the meeting.

Section 2 Notice of Meetings. A notice specifying the time, place and date of the meeting and a list of issues to be considered and /or acted upon at the Annual or General meetings shall be mailed or electronically sent to all voting members of the Club at least fourteen (14) days prior to the date of such meetings.  Issues not listed shall be subject to a point of order unless their consideration is agreed to by a two-thirds vote of the members present.  At least two days before a scheduled regular meeting of the Executive Board, the Commodore shall furnish each member of the Board a list of the issues to be considered and/or acted upon at the meeting.  Issues not listed shall be subject to point of order unless the consideration is agreed to by a two-thirds vote of the Board Members present.

Section 3 Parliamentary Procedure. All meetings shall be conducted in accordance with the most current edition of Robert’s Rules of Order.   The Parliamentarian shall rule on any procedural disputes and his or her ruling shall be final.

Article X – Club Insignia

The pennant of the Club shall be red, white and green as illustrated.

Article XI – Limited Liability of Directors and Officers.

To the fullest extent permitted by Maryland law, as it may be amended or interpreted from time-to-time, no director or officer of the West River Sailing Club, Inc. shall be personally liable to the Club or its members for money damages.  No amendment of the Constitution of the Club or repeal of any of its provisions shall limit or eliminate any of the benefits provided to the directors and officers under this Article in respect of any act or omission that occurred prior to such amendment or repeal.

Article XII – By-Laws

The Bylaws of the Club may be adopted or amended by an affirmative vote of two-thirds of the members of the Executive Board, or by an affirmative vote of three-fourths of the members present at an annual or general meeting of the Club attended by a quorum.  Annual dues and the initiation fee may not be changed and special assessments may not be charged except by a vote of the members present at an annual or general meeting of the Club as described above.

ARTICLE XIII – Amendments to the Constitution

This constitution may be amended by the adoption of an amendment and by an affirmative vote of three-fourths of the members present at any annual or general meeting attended by a quorum.  No such amendments shall be considered unless members have been notified in writing of the proposed changes, at least, fourteen days prior to the meeting at which the amendment(s) shall be considered.