VALCOUR SAILING CLUB INC.

BY-LAWS

ARTICLE 1: NAME

The name of this club shall be the Valcour Sailing Club Inc.

ARTICLE II: PURPOSE

The purpose for which the corporation is organized is: to promote and encourage sailing as a sport and to organize and promote competitive activity in the sport of sailing and sailing and cruising generally; to educate its members and the public at large in the principles of safety in sailing and the use of boats; to promote, encourage, and provide social and friendly intercourse among its members and their families.

This corporation is not organized for pecuniary profit or financial gain and no part of its assets, income, or profits shall be distributable to, or inure to the benefit of its members, directors, or officers except to the extent permitted under the Not for Profit Corporation Law.

ARTICLE III: MEMBERSHIP

A. REGULAR - This membership shall be on a family basis and shall entitle all dependents of a member resident in his or her household to general privileges of the club, except voting rights shall be limited to one vote per membership.

B. CAPITAL - This membership will be initiated and defined as the need arises.

C. ASSOCIATE - These members have no voting rights but may race a member's boat and will receive club mailings.

D. HONORARY - This membership shall be by election of the club by a majority vote. The individual nominated for honorary membership shall be selected by the Board of Directors. Honorary members shall pay no dues or fees.

Any member accused of breaking the rules of the club or conduct unbecoming or damaging to the good name of the club shall be notified of such charges in detail by the Secretary, and shall be given an opportunity to be heard in his own behalf before the Board of Directors. Upon such hearing, or upon his failure to appear, the board may, if it finds the charges proven, admonish or suspend said member and declare his membership forfeited. Such member has the right of appeal to the club at a special meeting called for that purpose; the membership may, by a two-thirds vote of those present, reverse the action of the Board and set aside all penalties.

ARTICLE IV: OFFICERS

The officers of the club shall be a Commodore, Vice Commodore, Rear Commodore, Secretary, Treasurer and a Member-at-Large, here listed in the order of rank.

ARTICLE V: DUTIES

It shall be the duty of the Commodore to command the squadron, to preside at all meetings of the club and to enforce its laws, regulations and decisions of the Board of Directors.

It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of his duties and in his absence, to act in his stead. Vice Commodore will normally be nominated to Commodore's position in subsequent years.

It shall be the duty of the Rear Commodore to assist the Vice Commodore in the discharge of his duties and in his absence to act in his stead. Rear Commodore will normally be nominated to succeed to Vice Commodore's position.

It shall be the duty of the Secretary to keep records of all club meetings and of meetings of the Board of Directors. It shall also be the duty of the Secretary to keep a roster of the officers and committees, a roll of the members and of the yachts enrolled in the various fleets. The Secretary shall report to the club at its annual general meeting and to the Board of Directors, as required.

It shall be the duty of the Treasurer to collect all moneys due to the club and to make such disbursements therefrom, as are ordered or approved by the Board of Directors. The Treasurer shall keep account of all club investments and make a report to the club at its annual meeting.

All nominations will be voted by secret ballot with nominations from the floor prior to the ballot.

The Commodore may appoint such other committees as required to serve during the term of his office.

ARTICLE VI: STANDING COMMITTEES

I. Race Committee - The Race Committee will be a five member committee serving a five-year non-concurrent terms. The Chairman will be the member in his fourth year of committee tenure and will remain as past chairman for his fifth year as tenure. Each committee person will serve as a Duty Officer for one week during the racing season with four weeks off. It will be this Duty Officer's responsibility to train each officer of the day or committee boat in the proper conduct of the races involved for that week.

The Race Committee's purpose is to provide the Valcour Sailing Club (VSC) and Lake Champlain Racing Conference (LCRC) with organized race events including the organization, the starts, finishes, scoring, and administration of all their racing events. The Race Committee will provide to the Secretary weekly reports of the results for transmission to the membership. The Race Committee will be in charge of the storage, proper maintenance, and dispersal of all race related items given to it by the House Committee.

The Chairman is the liaison to the Executive Committee. In addition, the PHRF (Performance Handicap Racing Fleet rule) representatives and the LCRC representatives will be a part of this committee in advisory status.

II. Membership Committee - The purpose of the Membership Committee is to maintain and grow the club to its maximum potential based on our physical ability to provide facilities for that size membership.

It will be comprised of three members serving non-concurrent terms of three years. The chairman of the committee will be in the second year of his tenure and will be liaison to the Executive Committee.

The Membership Committee will assist the Secretary in determining and maintaining the list of members so as to help the Secretary in terms of recruitment of past members and future members. The Membership Committee will also keep track of the tenures of the various committee members serving on the Standing Committees as outlined in the by-laws.

III. Financial Committee - This is a three person committee all serving non-concurrent terms of three years each. Chairman will be in year number two of his tenure and will be liaison to the Executive Committee.

The purpose is to manage the club's financial assets, to provide budgets for the various committees to work with, and to secure a long range financial plan to meet current and anticipated needs of the Valcour Sailing Club Inc.

IV. House Committee - The House Committee will be comprised of five members, each serving non-concurrent terms with the chairman of this committee being in year four of his tenure and serving as liaison to the Executive Committee.

It will be the responsibility of this committee to manage the club's physical assets including land, building, and equipment for the benefit of the club. It will also be the responsibility of this committee to arrange for all meetings, parties, annual meetings, and to investigate the various possibilities of purchase of property, buildings, and equipment, and to make those recommendations to the Executive Committee.

V. Executive Committee - The Executive Committee shall be comprised of six officers: Commodore, Vice Commodore, Rear Commodore, Secretary, Treasurer. and Member at Large.

It is the purpose of this committee to provide direction and guidance to the various Standing Committees and to receive their feed-back.

ARTICLE VII: MEETINGS

The annual general meeting shall be held by December 31. The Secretary shall notify, in writing, all members at least two (2) weeks prior to the annual meeting.

Special meetings may be called by the Commodore at his pleasure, or by the written request of one-third of the membership. Such special meetings will be held at the time and place as set forth by the Commodore. Such special meetings shall have power to transact only that specific business for which the meeting was called. The Secretary shall notify in writing, at least two (2) weeks in advance, the membership and stipulate the business under consideration for any special meeting.

All committee chairmen shall have the authority to arrange and call their own committee meetings at a time and place most convenient to the committee. The Commodore may call for a meeting of any committee as the need may arise.

ARTICLE VIII: ELECTIONS

The Commodore, Vice Commodore, Rear Commodore, Secretary, Treasurer and members of the Board of Directors shall be elected at the annual meeting each year by a majority vote of the members present, to serve for a term of one year. The term of office shall commence immediately upon election.

The Board of Directors shall have the authority to fill a vacancy occurring in their own number, for the unexpired term of said vacancy.

ARTICLE IX: DUES

Dues may be determined by the Board of Directors to meet the financial needs of the club when necessary

ARTICLE X: AMENDMENTS

Amendments shall be by a two-thirds majority of those members present at any meeting specifically called for said amendment. The membership shall be notified in accordance with Article VII.

NOTES — Following are a few notes by the VSC Historian as pertains to the By-Laws given above:

1. These by-laws date from revisions done by Atty. Andy Edwards in 1983-85 while he was drafting the “Articles of Incorporation as a Type B Not-For-Profit Corporation” in New York State.

2. For those who want to review the background of these by-laws, see numerous Exec. Committee and General Membership meetings minutes during those years. (See pp. 67-75, Not Far From Land, 1987, copies of which are available from the Club Secretary or Historian.)

3. I believe that there may be some Amendments to these by-laws adopted by the general membership in the late 1980s; most probably regarding membership of Crew members. I am searching records for them; if any member can recall any Amendments, please contact René @ 561-2449 or [email protected]

4. A personal note: References to the “Board of Directors,” is confusing. At first I thought they were the same as the “Executive Committee;” until I read Article VIII Elections. One could interpret this section as making a distinction between the two entities. To the best of my recall, the VSC has never had an active and autonomous Board of Directors separate from the Executive Committee. Possibly this was a requirement of incorporation or events contemplated by the need for Capital membership. Bob Smith, Commodore in 1985, could give better insight into this matter. [RdF 22 Sept. 2001]