Code of Regulations

CODE OF REGULATIONS OF VERMILION BOAT CLUB, INC.

(Originally adopted December 7, 1953)

 

THIS AMENDED AND RESTATED CODE OF REGULATIONS of Vermilion Boat Club, Inc. (the "Club") adopted the 20th day of October 2012, amends and restates the Code of Regulations originally adopted December 7, 1953, as amended from time to time, and shall control the affairs of the Club.

 

ARTICLE I

MEMBERSHIP CLASSIFICATIONS

Membership in the Club shall be by invitation only. Any person who is interested in furthering the cause of yachting may be considered for membership by the Trustees in accordance with the provisions of these Regulations. The categories and requirements for membership shall be as herein set forth.

 

A. Senior Membership

Senior Members shall have all the privileges of the Club and shall be the only members entitled to vote and hold office in the Club. Senior Members shall pay initiation fees, annual dues and assessments in such amounts as may be established in accordance with these Regulations. Married couples shall equally share a single Senior Membership and shall share a single vote, which may be voted separately as a 1/2 vote and shall have the right to hold office and enjoy all the privileges of Senior Membership. A married couple may elect to maintain separate Senior Memberships by both parties paying all of the dues, fees and assessments and each having a separate single vote. Children of Senior Members shall be entitled to all the privileges of the Club, with the exception of voting and holding office, until the age of twenty-three (23). The widow or widower may elect Special Membership provided that such election is made on or before the last date for payment of annual dues following the decease of such Senior Member.

 

B. Junior Membership

A Junior Member shall have the privileges of a Senior Member except that he/she shall not be entitled to vote or hold office in the Club. A Junior Member must be less than thirty-three (33) years of age during the entire calendar year at the time of his/her application for membership. Junior Members shall pay annual dues and assessments in such amounts as may be established in accordance with these Regulations. Initiation fees shall be waived until such time as application is made for Senior membership. A Junior Member must become a Senior Member on October 1 of the year in which his/her thirty third (33rd) birthday falls. A Junior Member must pay the initiation fee, dues and assessments in effect at the time he/she becomes a Senior Member. There shall be credited against the initiation fee to be paid by a Junior Member upon becoming a Senior Member an amount equal to two-thirds of the aggregate of the annual dues paid by such Junior Member during the term of his Junior membership, provided that in no event shall any Junior Member be entitled a refund by reason of the application of this credit. All dues paying categories of Membership be required to pay assessments in the percentage that the dues for each membership category is proportionate to the dues of a Senior member.

 

C. Student Junior Membership

A Student Junior Member shall have the privileges of a Junior Member except that he/she shall not be entitled to vote or hold office in the Club. A Student Junior Member must be less than nineteen (19) years of age during the entire calendar year at the time of his application for membership. Student Junior Members shall pay annual dues in such amount set by the Board of Trustees as may be established in accordance with these Regulations. Initiation Fees shall be waived until such time as application is made for Senior Membership. A Student Junior Member must become a Junior Member on October 1 of the year in which his/her nineteenth (19) birthday falls. A Student Junior Member must pay the dues and assessments in effect at the time he/she becomes a Junior Member.

 

D. Senior Yachtsman Membership

A Senior Member may make written application to the Board of Trustees for Senior Yachtsman membership if such member:

(1) Has been a Senior Member of the Club continuously for twenty-five (25) years or more at the date of the written application for Senior Yachtsman membership ; and

(2) Is at least sixty-two (62) years old.

 

Election to Senior Yachtsman membership shall be by a two-thirds majority vote of the Board of Trustees and the effective date of a Senior Yachtsman membership shall be October1 next following the favorable action of such written application by the Board of Trustees. A Senior Yachtsman shall be entitled to all the privileges of the Club as though such member were a Senior Member. A Senior Yachtsman shall be eligible to hold office and will be entitled to vote only when in office. The number of Senior Yachtsman holding office shall be no more than two annually. A Senior Yachtsman Member shall pay dues at the rate of twenty-five percent (25%) of the current Senior Member dues. A Senior Yachtsman Member shall be required to pay assessments. All dues paying categories of Membership be required to pay assessments in the percentage the dues for each membership category is proportionate to the dues of a Senior member.

 

E. Non-Resident Membership

A Senior Member in good standing who, at the time of his or her application for Non-Resident status, has been a Senior member for at least five (5) consecutive years, maintains permanent residence outside of the state of Ohio, and does not own another residence within 70 miles of the Club, may be elected a Non-Resident Member by a two-thirds majority vote of the Board of Trustees. A Non-Resident Member shall pay annual dues in an amount set by the Board of Trustees and shall receive Club mailings, but shall not be entitled to vote or to hold office in the Club. A Non-Resident Member will be required to pay assessments. A Non-Resident Member who established his permanent residence within the State of Ohio shall no longer be eligible for Non-Resident membership and must apply for reinstatement to Senior membership immediately. All dues paying categories of Membership shall be required to pay assessments in the percentage that the dues for each membership category are proportionate to the dues of a Senior member.

 

F. Life Membership

A Senior Member or Senior Yachtsman Member or Non-Resident Member in good standing may make application for Life Membership if such applicant meets the following requirements:

(1) Has attained the age of sixty-two (62) years;

(2) Has served the Club as a Flag Officer or Trustee for not less than five (5) years; and

(3) Maintains residence outside the State of Ohio for six (6) months or more each year.

Election to Life Membership shall be by a two-thirds majority vote of the Board of Trustees and the effective date of Life Membership shall be October 1 next following the favorable action on such application by the Board of Trustees. A Life Member shall not be required to pay dues or assessments and shall not be entitled to vote or hold office in the Club.

(4) Has been a Senior Member of the Club continuously for twenty-five (25) years or more at the date of the written application for Life Membership.

 

G. Military Membership

A Senior Member or Junior Member in good standing who is called to full-time active duty in the armed services of the United States shall be granted a Military Membership for the duration of his full-time active duty assignment, not to exceed five (5) years. Military Members shall not be required to pay dues or assessments and shall not be entitled to vote or to hold office in the Club. Military Members must be stationed outside the State of Ohio to qualify.

 

H. Honorary Membership

The board of Trustees may, by a two-thirds majority vote, elect persons deemed worthy of the honor, to an honorary one (1) year membership. Honorary Members shall not be required to pay initiation fees, assessments or dues. Honorary Members shall not be entitled to vote or hold office in the Club.

 

I. Special Membership

The spouse of a deceased Senior Member or Senior Yachtsman Member in good standing may, upon written application, be elected as a Special Member by a two-thirds majority vote of the Board of Trustees. Election to Special membership shall be effective October 1 next following the favorable action on such written application by the Board of Trustees. A Special Member shall pay annual dues in an amount set by the Board of Trustees. A Special Member shall be required to pay assessments. A Special Member shall not be entitled to vote or to hold office in the Club. All dues paying categories of Membership be required to pay assessments in the percentage that the dues for each membership category is proportionate to the dues of a Senior member.

 

J. Winter Membership

A winter Member shall have the privileges of a Senior Member except that he/she shall not be entitled to vote or hold office in the Club. The term of membership shall begin no earlier than November 1st and shall end on the following March 31st. Initially, the dues for this membership classification shall be a flat $100, but may be changed at any time to the Board of Trustees. Existing VBC members are not eligible for winter membership.

 

ARTICLE II

MEMBERSHIP ADMISSION PROCEDURE

The following procedure shall be used with respect to admission of Senior and Junior Members. All applications for membership shall be in writing and shall be on forms currently prescribed by the Board of Trustees and furnished by the Club. All applications will be referred to the Membership Committee. All applicants for membership shall be interviewed by at least two (2) members of the Membership Committee. Names of applicants, together with sponsors' names, will be presented to the entire membership of the Club with a request for information concerning the applicant within fourteen (14) days of posting. Applicants must be unanimously approved by the Membership Committee to be given consideration for membership. The Board of Trustees may, by a two-thirds majority vote, waive the interview and posting requirements if vacancies in the membership exist when an application is received and approved by the Membership Committee. Election to membership shall require a favorable vote by a two-thirds majority of the Board of Trustees present.

 

The Senior membership of the Club shall be limited to three hundred (300). Applicants which have been approved by the Membership Committee as herein provided at a time when no vacancies exist shall be placed on an Eligibility List. When vacancies in membership occur, the Board of Trustees will select new members from the Eligibility List. Names of applicants on the Eligibility List will not be presented to the Board of Trustees by seniority or date of application. The Board of Trustees will use its own discretion in selection of applicants for membership from the Eligibility List. An unfavorable vote of the Trustees upon an application will result in the applicant's name being returned to the Eligibility List.

 

An applicant who is duly elected by the Board of Trustees officially becomes a member upon payment of the applicable Club initiation fee, first year's dues and any applicable assessments and the satisfaction of any further requirements for membership which may be imposed by the Board of Trustees.

 

The initiation fee and the dues of the Club shall be established annually by the Board of Trustees prior to the end of each fiscal year. Members shall be billed the annual dues on November 1 of each year and the dues shall be considered due and payable as of that date. The Board of Trustees may provide members the option to pay dues in installments upon such terms as the Trustees shall determine. The Board of Trustees may provide for prorated dues for applicants for membership when such application is received subsequent to September 1.

 

ARTICLE IV

ASSESSMENTS

No assessment may be levied upon the Members unless:

(1)The Board of Trustees shall have voted in favor of the assessment by a two-thirds majority of all Trustees;

(2) Notice that an assessment is proposed and is to be voted on shall be contained in a notice of meeting of members; and

(3)The assessment shall have been approved by a majority affirmative vote at a duly constituted meeting of members.

 

ARTICLE V

A. Delinquent Member

Any member thirty (30) days in arrears in the payment of annual dues or assessments shall be automatically suspended from the privileges of the Club and notice of such suspension shall be given such member in writing by the Secretary at his usual post office address. Any member sixty (60) days in arrears in payment of annual dues or assessments shall be subject to termination from membership by action of the Board of Trustees and notice of such termination shall be given such member in writing by the Secretary at his usual post office address.

 

B. Misconduct

Any member may be suspended by the Board of Trustees from the privileges of the Club for a period not exceeding six (6) months for conduct which has been disorderly, ungentlemanly, unsportsmanlike, prejudicial to the welfare, good order, interest or character of the Club, in violation of its rules, or contrary to its regulations. If the Board of Trustees deems the offense to be of a character or nature to warrant his expulsion, a member may be expelled and his membership forfeited. In all cases, the Board of Trustees shall be the sole judge of what constitutes misconduct and shall have the authority to censure a member for misconduct which is not of a kind to justify suspension or expulsion. A member shall not be suspended or expelled for misconduct until he shall have been given an opportunity to be heard before the Board of Trustees. Notice of the Board's action shall forthwith be given the member in writing by the Secretary at his usual post office address.

 

ARTICLE VI

MEMBERSHIP REINSTATEMENT

A member who has resigned in good standing by written notice to the Board of Trustees or an officer may be reinstated to membership in the Club by a two-thirds majority vote of the Board of Trustees. He shall pay reinstatement fees in an amount set by the Board of Trustees. A person whose membership has been terminated pursuant to Article V may apply to the Board of Trustees for reinstatement. For good cause shown, the Board of Trustees may, by a two-thirds majority vote, grant such reinstatement upon payment of such fees as the Board of Trustees may determine.

 

ARTICLE VII

MEETINGS OF MEMBERS

A. Annual Meeting

The annual meeting of the members shall be held between the 15th and 30th day of October of each year on such day and at such time and place as the Board of Trustees shall direct.

 

B. Special Meetings

Special meetings of the members shall be called by the Secretary pursuant to a resolution of the Board of Trustees, or upon the written request of three (3) Trustees or of twenty (20) members.

 

C. Notice of Meetings

A written notice of the annual meeting and of any special meeting of the members, stating the time and place and object thereof, shall be mailed to each member at his address as the same appears on the records of the Club at least ten (10) days before any meeting.

 

D. Quorum

At all meetings of the members, in order that a meeting be duly constituted for the valid transaction of business, it shall be a requisite that a quorum be present in person or by proxy. A quorum shall consist of thirty-five percent (35%) present either in person or by proxy) of the members entitled to vote. If a meeting shall lack a quorum, a majority of those members present in person or by proxy may adjourn the meeting from time to time until a quorum shall be present.

 

E. Voting

Each Senior Member in good standing shall be entitled to one (1) vote. Members entitled to vote may vote by proxy if they so desire. All proxies shall be in writing and shall be filed with the Secretary before any person authorized thereby shall vote by proxy.

 

F. Orded of Business

At all meetings of members, insofar as the character and nature of the meetings will admit, the order of business shall be as follows:

(1) Reading of the minutes of the previous meeting of members;

(2) Report of the Commodore;

(3) Report of the Treasurer;

(4) Report of any standing committees;

(5) Report of any special committees;

(6) Election of members to the Board of Trustees;

(7) Old and new business;

(8) Adjournment.

 

ARTICLE VIII

TRUSTEES

A. Powers

The Board of Trustees shall have the entire control and management of the affairs and property of the Club, subject only to such orders and resolutions as may from time to time be adopted by the members. The Board of Trustees shall have the power to make regulations and to enforce due and proper observance of them, to fix penalties, to create standing and special committees and to fix the powers and duties of such committees. The Board of Trustees shall elect the officers of the Club.

 

B. Number and Term

The Board of Trustees shall be composed of nine (9) members. Six (6) of said Trustees shall be elected by the members for three (3) year terms. The terms of elected Trustees shall be staggered so that two (2) such Trustees shall be elected at each annual meeting. Two (2) of said Trustees shall be appointed to one (1) year terms by the Commodore as soon as practicable after his election to office. The remaining Trustee shall be the Commodore whose term of office has expired and who shall serve a for one (1) year term. Each Trustee shall be either a Senior Member or Senior Yachtsman Member in good standing and shall serve until his successor is elected or appointed, as the case may be.

 

C. Election of Trustees

Not less than thirty (30) days prior to the annual meeting of members, the Nominating Committee shall prepare and deliver to the Commodore a written report setting forth the names of nominees for the Board of Trustees and the respective terms for which such nominations are made. The nominees and their respective terms shall be included in the notice of the annual meeting of members. At the annual meeting, additional nominations for said respective terms may be made on the floor. Election of the Trustees may be by voice or if a majority of the members present shall request, by written ballot. The Commodore may appoint two (2) or more members as tellers to supervise the elections. The nominee for each respective term receiving the highest number of votes among the nominees for that particular term shall in each case be declared elected.

 

D. Vacancies

In the event that any Trustee appointed by the Commodore should be unwilling or unable to complete the balance of his one (1) year term, the Commodore shall forthwith appoint a successor to complete said term. In the event that the retiring Commodore should be unwilling to serve said one (1) year term as Trustee, or after having undertaken the same, should be unwilling or unable to complete said one year (1) term, such vacancy shall be filled by the election of a successor by the elected Trustees. In the event that an elected Trustee should be unable or unwilling to complete the balance of his term, such vacancy shall be filled temporarily by the election of a successor by the remaining elected Trustees. Such successor shall serve until the next annual meeting of members at which a successor Trustee shall be elected by the members to serve during the balance of the unexpired term of the elected Trustee who was unable or unwilling to complete his term.

 

E. Meetings of the Board of Trustees

The annual meeting of the Board of Trustees shall be held immediately after the annual meeting of members at the same place as the annual meeting of members. Such meeting shall be held without further notice.

 

Regular meetings of the Board of Trustees shall be held not less frequently than monthly at such time and place as may be fixed by the Board.

 

Special meetings of the Board of Trustees shall be held at the request of the Commodore or any two (2) of the Trustees. The Secretary shall give notice of each Special Meeting of the Board of Trustees to each member of the Board at least one (1) day before said meeting.

 

F: By-Laws

The Board of Trustees may adopt By-Laws for its government not inconsistent with these Regulations, and may change the same at its pleasure.

 

G. Absence of Trustees

In case any Trustee shall be absent from three (3) successive meetings of the Board of Trustees, without reasons for such absence satisfactory to the Board, his place as a Trustee shall, as a consequence of such absence, become vacant, and he shall be notified by mail or otherwise by the Secretary of such fact.

 

ARTICLE IX

OFFICERS

A. Officers

The officers of the Club shall be a Commodore, a Vice Commodore, a Rear Commodore, a Fleet Captain Power, a Fleet Captain Sail, a Secretary and a Treasurer. At the discretion of the Board of Trustees, one (1) or more additional officers may be elected. A candidate for the office of Commodore, Vice Commodore or Rear Commodore must have served at least one (1) year as an officer or Trustee of the Club.

 

B. Election of Officers

Not less than thirty (30) days prior to the annual meeting of the Board of Trustees, the Nominating Committee shall prepare and deliver to the Board a written report setting forth the names of the nominees for the officers of the Club. At the annual meeting of the Board of Trustees, additional nominations for said officers may be made. Election of the officers may be by voice vote or if a majority of the Trustees shall so request, by written ballot. The nominee for each respective office receiving the highest number of votes among the nominees for that particular office, shall in each case, be declared elected. Each officer, once elected, shall serve until the next annual meeting of the Board of Trustees or until his successor is elected and qualified. Said officers may or may not be members of the Board of Trustees.

 

C. Duties of Officers

1. The Commodore shall take command of the Fleet and shall preside at meetings of the members. The Commodore shall exercise, subject to the control of the Board of Trustees and the members, general supervision over the affairs of the Club and shall perform all duties incident to the office and such other duties as may be assigned to him from time to time by the Board of Trustees, including the appointment of the membership of committees provided for in these Regulations or created by the Board of Trustees. The Commodore shall sign with the Secretary certificates, notes, contracts, and other documents entered into by the Club.

 

2. The Vice Commodore shall discharge the duties of the Commodore in the event the Commodore shall be absent or during a vacancy in his office. The Vice Commodore shall be responsible for the preparation of the annual Club Yearbook, shall be chairman of the annual Club Regatta and shall perform such other duties as may be assigned to him from time to time by the Board of Trustees.

 

3. The Rear Commodore shall discharge the duties of the Commodore in the event that the Commodore and the Vice Commodore shall both be absent or during a vacancy in both their offices. The Rear Commodore shall be chairman of the Entertainment Committee of the Club and shall perform such other duties as may be assigned to him from time to time by the Board of Trustees.

 

4. The Fleet Captain Power shall have such duties as may be assigned to him by the Board of Trustees and/or the Commodore.

 

5. The Fleet Captain Sail shall have such duties as may be assigned to him by the Board of Trustees and/or the Commodore.

 

6. The Secretary shall issue all notices for meetings of the members, keep the minutes of all meetings of the members and the Board of Trustees, notify persons of their election to membership, sign with the Commodore certificates, notes, contracts and other documents entered into by the Club and perform such other duties as may be authorized from time to time by the Commodore or the Board of Trustees.

 

7. The Treasurer shall be charged with the collection and custody of the Club funds and their disbursement under the direction of the Commodore and the Board of Trustees. He shall make a complete financial report at every annual meeting of the members and at such times as may be requested by the Board of Trustees. His accounts shall be reviewed annually by an independent accountant or accounting firm and shall be open to the examination and audit by the Commodore and the Board of Trustees at all times. He shall be bonded in such amount as may be required and approved by the Board of Trustees. In the absence of the Secretary, the Treasurer may sign, with the Commodore, such certificates, notes, contracts and other documents as may be entered into by the Club.

 

ARTICLE X

COMMITTEES

A. Membership Committee

A Membership Committee shall be established which shall consist of three (3) members in good standing, each such member to be appointed for a three (3) year staggered term. The vacancy created each year shall be filled by a member appointed by the Commodore with the approval of the Board of Trustees. The Membership Committee shall receive applications for membership, shall interview applicants and shall report their recommendations to the Board of Trustees. The Membership Committee shall supervise the Eligibility List and shall carry out such other duties as may be assigned from time to time by the Board of Trustees.

 

B. Nominating Committee

A Nominating Committee shall be established which shall consist of three (3) members in good standing, each such member to be appointed for a three (3) year staggered term. The vacancy created each year shall be filled by a member appointed by the Commodore, with the approval of the Board of Trustees. The Nominating Committee shall provide written reports of nominations for the Board of Trustees and officers of the Club annually.

 

C. Gifts and Bequests Committee

A Gifts and Bequests Committee shall be established which shall consist of three (3) members in good standing, each such member to be appointed for a three (3) year staggered term. No member, however, may serve more than two (2) consecutive terms. The vacancy created each year shall be filled by a member appointed by the Commodore with the approval of the Board of Trustees. The Gift and Bequests Committee shall invest and administer funds received by the Club as a bequest or gift in such a manner as to insure that such funds are used to benefit the Club and its members in the most efficient and prudent manner possible, which may include the establishment of a Trust for such funds.

 

D. Long Range Planning Committee

A Long Range Planning Committee shall be established which shall consist of five (5) members in good standing, at least (2) of whom shall have served as an officer or trustee of the Club for a minimum of three (3) years; each such member shall be appointed for a five-year staggered term. The vacancy created each year shall be filled by a member appointed by the Commodore with the approval of the Board of Trustees. The Long Range Planning Committee shall have the following responsibilities and duties subject to the approval of the Board of Trustees:

1. Reviewing property acquisitions, Club alterations, grounds improvement and new construction and making recommendations to the Board of Trustees as to the financing of such capital improvements and acquisitions;

2. Preparing and presenting to the Board of Trustees a budget covering proposed capital expenditures;

3. Coordinating its planning activities with any other committee that may have an interest therein; and

4. Performing such other duties as may be assigned from time to time by the Board of Trustees.

 

E. Finance Committee

A Finance Committee shall be established which shall consist of six (6) members in good standing including the Commodore , Vice Commodore, immediate Past Commodore and Treasurer plus two (2) Senior members serving staggered two-year terms. This Committee will provide the Trustees with recommendations and advice on the financial matters of the club. The Commodore shall name the Committee chair.

 

E. Other Committees

The Board of Trustees may establish such other committees as it shall, from time to time, determine appropriate.

 

F. Vacancies

Vacancies on any committee arising by reason of resignation or inability to serve shall be filled by appointments made by the Commodore with the approval of the Board of Trustees.

 

ARTICLE XI

INDEMNIFICATION

Every Trustee and officer of the Club shall be indemnified by the Club against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be a party, or in which he may become involved by reason of his being or having been a Trustee or officer of the Club or any settlement thereof, whether or not he is a Trustee or officer at the time such expenses are incurred, except in such case where the Trustee or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement, the indemnification herein shall apply only when the Board of Trustees has approved such settlement and reimbursement as being for the best interests of the Club. The forgoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Trustee or officer may be entitled.

 

ARTICLE XII

SEAL

At their discretion, the Board of Trustees may authorize a seal for the Club which shall be circular in form and around the margin shall contain the words "Vermilion Boat Club, Inc." and across the center, the word "Seal".

 

ARTICLE XIII

AMENDMENT

In order to amend or repeal this Code of Regulations, the following procedure shall be followed : (1) The proposed change shall be subscribed by ten (10) members and presented to the Commodore who shall cause the Secretary to circulate the proposed change among the members, together with the notice of the time and place of a meeting of members to consider and vote upon the proposed change; and (2) The proposed change must be approved by a majority affirmative vote at such meeting, which must be a duly constituted meeting of members. The construction of this Code of Regulations and its application shall be for the Board of Trustees, whose decision shall be final and conclusive. Any time period prescribed in these Regulations may, for good cause shown, be shortened or extended at the discretion of the Board of Trustees.