NEW MEXICO SAILING CLUB BYLAWS

March, 1996

 

 

Article I – Name

This club shall be known as the New Mexico Sailing Club and shall be referred to as the NMSC hereafter in these bylaws. The NMSC is incorporated as a non-profit organization under the laws of the State of New Mexico.

 

Article II – Purpose

The purpose of the NMSC is to promote sailing, sailboat racing and cruising, seamanship, sportsmanship, water safety, education, environmental awareness, and camaraderie. Club activities are to be undertaken with due respect to preserving the natural environment.

 

Article III – Membership

A.    The two classes of membership are defined as follows:

1.     Family membership. Defined as one or two persons over the age of 18 and their dependent children. Only one membership fee is required, but each adult member may vote. Each adult member is eligible to hold office. Only one slip or buoy may be assigned to one membership.

 

2.     Individual membership. Defined as one adult. One membership fee is required and the person has one vote. The member is eligible to hold office.

 

B.    Membership in the NMSC may be revoked if a member exhibits gross misconduct, discharges human or animal waste into the lake, refuses to meet his or her financial obligations, or does not perform his or her Dockmaster duty (if assigned a slip or buoy) unless there are extenuating circumstances. To revoke an individual's membership, an Executive Board meeting must be held at which all interested parties are allowed to speak. Board members must approve revocation by a two-thirds private vote. Membership will be considered to be voluntarily withdrawn if proper payment is not received by the date set by the Membership chair. New members who join before Labor Day will be considered to be paid up for the current year, while those who join on or after Labor Day will also be paid up through the following year.

 

Article IV – Voting

  1. The NMSC may use three types of votes to conduct its business. The three types and their implementation are as follows:

 

    1. Public Vote. Used for general policy and routine agenda matters. To carry, the motion must be approved by a majority of the members present by voice vote or by show of hands. Voice vote by telephone may be used for Executive Board meetings, provided that there is a quorum.
    2. Private Vote. A private paper ballot vote may be used at general meetings or Executive Board meetings when requested or required. The motion must be approved by a majority of the members voting to carry.
    3. Mail-in Vote. Used for Bylaws, amendments to Bylaws, and election of officers. A majority of the votes cast is required to carry.

 

  1. Members unable to attend a meeting may give a proxy vote to another member. The proxy vote must be written and signed and must be delivered to the presiding officer.

 

  1. Any member in good standing may request a private vote on any official business matter.

 

  1. Fifteen members constitute a quorum at any general business or special membership meeting. Fifteen returned ballots constitute a valid mail-in vote.

 

  1. Mail-in ballots are to be carefully prepared to avoid duplication. Members return them directly to the NMSC Secretary. Three voting members appointed by the Commodore shall count the ballots within seven days of the due date. Mail-in ballots become the property of NMSC and the Secretary shall retain them for a period of three months.

 

  1. Any member in good standing may suggest amendments to these Bylaws for the Executive Board to consider. A member is not in good standing if his/her dues or slip/buoy fee has not been paid by the required date.

 

Article V – Meetings

  1. General Membership Meetings. The NMSC shall hold at least six general membership meetings annually, including a February meeting to approve the budget and a meeting held at Heron Lake on the Labor Day holiday weekend to present and discuss the slate of candidates. Members present at the Labor Day weekend meeting may nominate candidates from the floor providing that those additional nominees have given their approval for their names to appear on the ballot. A general mailing (usually the Spinnaker Sheet) shall be used to announce the date, time, location, and agenda for each forthcoming meeting.

 

  1. Special Membership Meetings. A meeting to discuss unanticipated or urgent business may be called by any of:

 

    1. The Commodore
    2. A majority vote by the Executive Board
    3. A majority vote of members at a general membership meeting
    4. A written petition signed by fifteen current voting members

 

Notice of special meetings must be in writing in either the Spinnaker Sheet or a special mailing, and sent at least ten days in advance. Only the business specifically described in the written agenda may be conducted.

 

  1. Executive Board Meetings. As required. Board meetings may be called by either the Commodore or a majority of the Board members. Notification of meetings may be made either by mail or by telephone. Six Board members must be present to constitute a quorum and a two-thirds majority is required to pass any motion. A January meeting shall be called to discuss and approve the budget to be presented to the general membership. A Board member who misses more than three meetings in a year shall be deemed to have resigned from the Board.

 

  1. All meetings shall be conducted as specified in Robert's Rules of Order except as may be specifically stated herein.

 

Article VI – Offices

  1. The governing body of the NMSC shall be the Executive Board (shorted to 'Board" some places herein) composed of the four elected officers, seven elected Directors-at-Large, and the Immediate Past Commodore. Titles and minimum duties of the Executive Board are:

 

    1. Commodore. Serves as the principal executive officer and presides over all meetings of the membership and of the Executive Board. Serves together with the Treasurer as co-trustee of NMSC funds. Maintains a file of correspondence appropriate to these functions. Turns over these files to the new Commodore immediately upon leaving office.

 

    1. Vice Commodore. Performs duties of the Commodore in the Commodore's absence and maintains a file of official documents and correspondence as defined in Article XI. This file shall consist of backup copies of correspondence residing in the files of the other officers and the committee chairs, and all correspondence not in their files. Tums over these files to the new Vice Commodore immediately upon leaving office.

 

    1. Secretary. Writes and retains copies of minutes of all official meetings and handles mail-in votes. Maintains a file of secretarial correspondence.

 

    1. Treasurer. Collects all dues and applicable fees (from the Committee chairs where appropriate), serves together with the Commodore as co-trustee of NMSC funds, ensures that insurance is in effect, and disburses funds in a timely manner for expenditures consistent with the conditions of Article X. Maintains a file of financial correspondence.

 

    1. Director-at-Large. Assists Commodore with long range planning, assists Commodore and Treasurer with developing and implementing a responsible budget, revises Marina Operating Rules. Policies, and Etiquette (including procedures for allocating slips and buoys and-responsibilities of Dockmasters), and helps the other officers with general club management.

 

    1. Immediate Past Commodore. Shares past experience with newly elected Commodore and other Board members and assists the Board in general club management.

 

  1. The elected officers serve a one-year term and may serve a maximum of two consecutive terms.

 

  1. The seven elected Directors-at-Large each serve a two-year, term and may not serve more than two terms consecutively. Four Directors-at-Large shall be elected in even years and three in odd years.

 

Article VII - Nomination and Election of Officers

  1. Candidates for elected office shall be selected by a nominating committee of at least three members in good standing who are not already members of the Executive Board. The nominating committee, which shall be appointed by the Commodore and approved by the Board, shall select a slate of candidates for each open office in accordance with the following rules.

 

    1. Two candidates shall be nominated, whenever possible, for each of the vacant Director-at-Large positions. Two or more candidates, whenever possible, may be nominated for each of the officer positions.
    2. The nominating committee shall contact each nominee and obtain approval for that person's name to appear on the ballot.
    3. Candidates shall not be members of the nominating committee.
    4. The nominating committee shall publish the slate of candidates in the October issue of the Spinnaker Sheet or by other general mailing.

 

  1. Mail-in-ballots (as described in Article IV) shall be used to elect the Executive Board. The ballot shall contain the names of the candidates for each open office, and also a blank line for write-in candidates. Should any victorious candidate decide not to serve prior to taking office, the candidate with the next highest number of votes shall serve instead.

 

  1. The newly elected members of the Executive Board shall be installed at a December meeting (usually the Christmas party) and shall take office on January first.

 

Article VIII - Vacancy in Office

If the office of Commodore becomes vacant for any reason, the Vice Commodore shall succeed to that office. If any other elected office becomes vacant, the Executive Board shall appoint a member in good standing to fill that office for the remainder of the term.

 

Article IX – Committees

  1. The Commodore, with the approval of the Executive Board, shall annually appoint members and chairs for the following standing committees and may create additional ad hoc committees and appoint their chairs as needs arise. The chairs and members of each committee serve at the discretion of the Commodore with the approval of the Executive Board. The standing committees and their minimum responsibilities are:

 

    1. Race Committee. Establishes race schedules, fees, handicap ratings, race courses, and local racing rules. Procures and sets racing marks, handles protests, and awards trophies. Coordinates and obtains State Parks approval for racing events.
    2. Safety Awareness and Seamanship Committee. Promotes water and boating safety, encourages seamanship, provides and maintains the NMSC safety equipment including the base marine VHF radio station and solar power generator, and alerts the Board if unsafe practices or conditions arise at the marina.
    3. Program and Social Committee. Arranges social or educational programs for general meetings and for holiday and popular weekends at the lake. May be composed of separate Program and Social Committees and/or separate persons or committees appointed to arrange individual functions.
    4. Membership and Slip and Buoy Committee. Maintains membership roster and arranges for publishing of the annual Membership Directory and Handbook. This list may also contain boat information for security and insurance considerations. Coordinates list with the Spinnaker Sheet editor to keep both as up-to-date as possible. Administers Slip & Buoy assignments and Dockmaster assignments and maintains the mooring priority list and the mooring waiting list. Assigns the date (approximately February 25th) by which membership applications and payment must be received.
    5. Spinnaker Sheet editor. Compiles, edits, and distributes the NMSC's newsletter (monthly if there is sufficient material) in a timely manner. Maintains a mailing list of the membership plus others who should receive copies such as potential members and officials of other sailing clubs.
    6. Facilities Maintenance Committee. Organizes and supervises activities to maintain the NMSC's facilities and equipment.
    7. Librarian. Purchases, catalogs, and circulates library materials.
    8. Heron State Park Advisory Board Member. Keeps membership informed of current activities.

 

  1. Committee chairs shall prepare and submit their budgets to the Executive Board in time for consideration at the January Board meeting.

 

Article X – Indemnification

As provided by Section 58-8-20, N.M.S.A., to the extent indemnification is not otherwise provided, the NMSC hereby indemnified each director or officer or former director or officer of the corporation against reasonable expenses. costs and attorneys fees actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a paw by reason of being or having been a director or officer. The indemnification includes any amounts paid to satisfy a judgment or to compromise or settle a claim. The director or officer shall not be indemnified if he or she shall be adjudged to be liable on the basis that he or she has breached or failed to perform the duties of his or her office and the breach or failure to perform constitutes willful misconduct or recklessness. Advance indemnification may be allowed of a director or officer for reasonable expenses to be incurred in connection with the defense of the action, suit, or proceeding, provided that the director or officer must reimburse the corporation if it is subsequently determined that the director or officer was not entitled to indemnification.

 

Article XI – Financial

  1. The NMSC financial year shall coincide with the calendar year.

 

  1. The Treasurer is responsible for being fully cognizant of the NMSC's financial status at all times. The Commodore and Treasurer shall prepare an annual budget that clearly covers all known and anticipated expenditures for the fiscal year. The Executive Board shall review, revise as necessary, and approve the budget. A copy of the budget with explanatory details shall be mailed to the general membership at least ten days prior to the scheduled February meeting. At that meeting the Commodore shall present the proposed budget for the members to approve or modify as desired. Prior to approval of the budget, only club officers are authorized to spend NMSC funds.

 

  1. Expenses that were not specifically included in the annual budget and which are incurred after the general membership approves the budget must be authorized according to the following table:

 

If the expense is:                                   Then the required approval level is:

 

Less than $20                                        Member in good standing

 

More than $20 but less

than $200                                              Any club officer

 

More than $200 but less

than $3000                                            Executive Board

 

Greater than $3000                                General membership

 

(NOTE: This provision is to allow members to procure small items for urgent NMSC requirements when no club officer is available to give prior approval.)

 

  1. Only club officers and delegated committee members are authorized to spend NMSC funds except for urgent requirements as described above.

 

  1. The NMSC Executive Board shall establish membership dues and mooring fees as required to meet the annual budget's income requirements.

 

  1. The NMSC shall carry liability insurance to cover the use of facilities. The amount and type of coverage will be determined by the Executive Board.

 

Article XII – Documentation

  1. The NMSC's official documents are listed below. The Vice Commodore shall be responsible for maintaining up-to-date copies of each document and shall provide them to other Board members as needed.

 

1.     Articles of Incorporation.

2.     Bylaws. Reviewed as needed by an ad hoc committee. Changes must be approved by the Board prior to presentation to the general membership for approval.

3.     Marina Operating Rules, Policies, and Etiquette. Reviewed as needed by an ad hoc committee. Changes must be approved by the Board.

4.     Membership roster. Maintained continuously by the Membership Committee.

5.     Dockmaster assignments. Made annually by the Slip and Buoy Committee.

6.     Mooring priority list. Maintained by the Slip and Buoy Committee.

7.     Mooring waiting list. Maintained by the Slip and Buoy Committee.

8.     Mooring assignments. Maintained by the Slip and Buoy Committee.

9.     Mailing list. Maintained by the editor of the Spinnaker Sheet.

10.  Race schedule and instructions. Maintained by the Race Committee.

 

  1. The chair of each committee that generates an NMSC document shall keep a copy for record purposes and give copies to the Commodore and Vice Commodore.

 

  1. A Membership Directory and Handbook shall be published annually and mailed to all members. It shall include a membership roster, a mooring waiting list, a mooring priority list, a mooring assignment list, the Bylaws, the Marina Operating Rules, Policies, and Etiquette, the Dockmaster assignments, the racing schedule, and a list of Dockmasters available for hire.

 

Article XIII – Facilities

The Executive Board shall ensure that the NMSC provides facilities and equipment sufficient to meet the needs of the members and the public, taking into account cost, available space, environmental impact, access for the handicapped, and applicable contractual obligations to the State of New Mexico.

 

 

 

 

Article XIV – Emblem

The NMSC's burgee, shown in the sketch below, consists of a red Zia sun symbol on a yellow field:

 

 

 

Article XV – Dissolvement

The NMSC may be dissolved if a motion for dissolvement is approved by a two-thirds majority of the voting membership of record at the time of the motion. Mail-in ballots shall be used for the vote. If members vote to dissolve, the Executive Board shall sell all NMSC assets needed to pay off all outstanding obligations. Any assets remaining after meeting obligations shall be donated to U.S. Sailing or to another organization qualified under the US Internal Revenue Service Code, Section 501 (C ) (3), should U.S. Sailing not accept the offer.