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Bylaws of the Canyon Lake Yacht Club, Inc.
(As ratified by the Board of Directors, February 2, 2023)

ARTICLE 1 Name

1.1 The name of this organization shall be the CANYON LAKE YACHT CLUB, a nonprofit corporation, hereinafter "Club."

 

ARTICLE 2 Principal Office

2.1 The principal office for the transaction of the activities, affairs, and business of the Canyon Lake Yacht Club (hereinafter referred to as the "Club") is at 23066-20 Canyon Lake Drive South, Canyon Lake, California 92587. The Board of Directors may change the principal office of the Club from one location to another.

 

ARTICLE 3 Objectives and Purposes

3.1 The general purpose of this Club is to engage in any lawful act or activity for which a non-profit corporation may be organized under the 501(c)3 statutes of the United States Internal Revenue Service.

3.2 The specific purpose of this Club is to further the interests and benefits pertaining to the Membership and to assist in making the navigable waters of Canyon Lake safe, enjoyable, and conducive to marine-related activities within the laws of the state of California and the rules and regulations of the Canyon Lake Property Owners Association.

3.3 Additionally, the Club is committed to giving back to the Canyon Lake community through a variety of means and methods, in a manner consistent with the Club’s status as a 501(c)3 non-profit corporation.

 

ARTICLE 4 Membership

4.1 Active members and officers in the Club shall be limited to residents of Canyon Lake and their immediate family who are in good standing with the Canyon Lake Property Owners Association.

4.2 Members 18 years or older are active members and entitled to all the rights and privileges of the Club and to vote, hold office and participate in the Club management. One vote per paid membership.

4.3 Members' children under 18 years of age may participate in Club functions when accompanied by their parent or guardian; however, the parent or guardian will be held responsible for the behavior of their youth and must provide a signed release of liability on their behalf.

4.4 Canyon Lake children from ages 12-18 will be eligible to join an Auxiliary Fleet to gain education and recreation related to watercraft and lake safety. Auxiliary Fleet members will not have voting rights in the Club, nor is there any cost for their membership. Auxiliary Fleet members are subject to all rules and regulations of the Canyon Lake Property Owners Association. Auxiliary Fleet memberships are for a period of one year and must be renewed annually in order to remain in active status.

4.5 Those members who have paid dues, fees and assessments, and have submitted signed releases, and have not been expelled or dropped from the membership list, shall be considered members in good standing.

4.6 Any member may resign from the Club by submitting his or her written resignation to the Board of Directors; such resignation shall be effective when accepted by the Board. No Club membership dues will be refunded to members who resign from the Club.

4.7 Membership dues shall be established from time to time by the Board of Directors. Each paid membership is for one individual. Any additional family members that are otherwise eligible for membership are eligible to join upon payment of membership dues and submission of a signed release.

4.8 The membership year shall begin on January 1 and shall end on December 31 of each calendar year.

4.9 Membership fees are due on February 1 and shall be delinquent after March 1 of each succeeding year. Delinquent members shall have no voting privileges and shall be dropped from the membership list. There is no proration of dues for memberships through the year, however new members joining on or after October 1 in any calendar year will have their membership automatically extended through the following calendar year at no additional charge.

 

ARTICLE 5 Officers

5.1 All officers of the Club must be voting members in good standing when elected and must remain in good standing during their period of office.

5.2 Officers will be elected for a term of one (1) year.

5.3 Officers will be elected before the end of each calendar year and installed and take office at the first meeting of the next calendar year. Candidates may be nominated by a Nominating Committee or by motion of the members prior to the November meeting. All candidates must accept the nomination to be eligible.

5.4 The elected officers are: President, Vice President, Secretary, Treasurer and Membership Chair; also referred to herein, or on occasion, as Commodore, Vice-Commodore, Yeoman, Purser, and Membership Chair, respectively.

 

ARTICLE 6 Board of Directors

6.1 The Board of Directors shall consist of the elected officers and additional members, elected by the membership during the November meeting. The immediate past President shall serve as a non-voting advisor to the Board for one year following the expiration of their term as President.

6.2 The term of office of the directors shall be the same as elected officers.

6.3 Should any officer or Director be unable to carry on the duties of the office to which he or she is elected, the Board of Directors by majority vote of the remaining Directors will appoint a successor from among the Club membership who will serve the unexpired or temporary term of such officer or Director.

ARTICLE 7 Administration and Duties of the Officers

7.1 The President, aka Commodore, shall preside at all meetings of the Club membership and as Chairperson of all meetings of the Board of Directors. He or she will, with the advice and majority consent of the Board of Directors, appoint the Chairperson of individual committees which, in his or her judgment, may be required. The Committee Chairperson will select the committee members. The President is responsible for determining policy covering refunds for each Club activity. The President may serve as ex-officio member of all committees and is the Chief Executive Officer of the Club. The incoming President will initiate an audit of the club finances for the previous year at the beginning of each calendar year.

7.2 The Vice President, aka Vice Commodore, shall, in the absence of the President, assume all duties of the President and during the absence of the President, will preside as Chairperson of the Board of Directors. Should the Treasurer or Secretary be unable to carry on the duties of his or her office, the Vice President shall assume his or her responsibilities until his or her successor is appointed by the Board of Directors.

7.3 The Secretary, aka Yeoman, shall keep minutes of all meetings of the Club membership and the Board of Directors, and will have charge of all Club records other than those required by the Treasurer. The Secretary will give proper notice of all Club meetings, not less than one (1) week in advance of the meeting. The Secretary will also be responsible for managing all communications with the public, media and members.

7.4 The Treasurer, aka Purser, shall receive and keep records of all monies received from the membership fees and other sources and will account for all expenditures. The Treasurer will submit periodically financial reports to the Board of Directors, or when required or requested, and to the regular annual meeting of the Club membership. The Treasurer will, at the discretion of the Board of Directors, deposit such Club funds as are in the Treasurer’s care in such bank as directed and will initiate authorized withdrawals by check. All disbursements or withdrawals from the bank account will be co-signed by the Treasurer and President. If either the Treasurer or President are unavailable as co-signers, the Vice President will be the second authorized co-signer. No disbursements or withdrawals will be made without signatures from two of the three authorized signatories.

7.5 The Membership Chair shall promote membership to the Canyon Lake Community through a variety of means, maintain a current roster and accurate records of all members including current liability releases, collect membership dues, distribute renewal notices, welcome all new and renewing members, and provide new and renewing members with whatever the Club determines should be given to them (membership card, purchased burgees, etc.).

7.6 The Board of Directors will act as the governing body of the Club. Meetings of the Board of Directors will be held on dates to be determined by the Directors or when requested by the President. Each Director will have one (1) vote and a majority vote will prevail on all matters. Each Director is responsible for the committees under them. All income and other monies will go through the Treasurer to be deposited in the Club bank account.

 

ARTICLE 8 Committees

8.1 Committees may be formed by individual Officers to assist in specific purposes and functions related to their area of responsibility.

8.2. Officers are responsible for recruiting and directing chairpersons for each committee under them.

8.3. Chairpersons of all Club sponsored trips or events, both social and otherwise, will pay their own way.

ARTICLE 9 Meetings

9.1 Regular meetings of the Club membership will be held as determined by the Board of Directors, but not less than twice annually.

9.2 Special meetings of the Club membership may be called by the President or by action of the Board of Directors, or by written request of any 20% of the Club members in good standing and presented to the President or Board of Directors three (3) weeks in advance of the requested meeting and shall be the only subject of the meeting.

9.3 Quorum for a regular meeting shall not be less than 20% of the members in good standing. A simple majority of the members voting shall prevail in any ballot.

9.4 Quorum for a Directors' meeting shall consist of not less than three Directors. A simple majority of the votes cast shall prevail.

9.5 Voting may be done by any method authorized by the Board of Directors.

 

ARTICLE 10.0 Encumbrances and Financial Obligations

10.1 No member of the Club can encumber the club for any purpose or obligation without the expressed written permission of the President.

ARTICLE 11.0 Liabilities and Indemnification

11.1 Officers are responsible to obtain and maintain active liability insurance to protect the Club in the event of incidents from Club activities or events.

11.2 The Club shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

This Article constitutes a contract between the Club and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

The Officers will also ensure that the Club maintain D&O insurance to protect and defend officers from legal actions incurred as a result of their lawful actions in the Club.

 

ARTICLE 12 Amendments

12.1 Amendments to these Bylaws may be proposed by any member in good standing, in any regular meeting, or by written proposal to the Board of Directors.

12.2 Amendments shall be voted upon by voting members in a regular meeting or by email ballot, and must receive a two-thirds (2/3) majority vote of the voting members to be enacted.

ARTICLE 13 Disciplinary Action

13.1 Any member acting in a manner that can result in damage to the Club, or who fails to abide by Club policies, and against whom these actions are proved after a proper hearing before the Board of Directors may be expelled from membership by a two-thirds (2/3) vote of the entire Board of Directors.

ARTICLE 14 Procedures

14.1 Roberts Rule of Order revised shall govern all Parliamentary procedures.

 

ARTICLE 15 Fiscal Year

15.1 Fiscal year for the Club shall be the calendar year, January – December.

 

ARTICLE 16 Dissolution Clauses; Distributive Rights

16.1 In the event of dissolution of the Canyon Lake Yacht Club, all assets not required by law to be otherwise paid or applied shall be disbursed or distributed as required by applicable laws and statues relating to 501(c)3 non-profit corporations.

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