BYLAWS OF QUANTICO YACHT CLUB, INC.

ARTICLE I

NAME

Section 1. The name of the organization shall be the "Quantico Yacht Club, Inc.". The letters

`QYC" shall be used whenever an abbreviation is desired.

ARTICLE II

PURPOSES AND POWERS

Section 1. Quantico Yacht Club is an incorporated, nonprofit, private organization organized

and operating at the Marine Corps Combat Development Command, Quantico, Virginia under

the authority and sanction of the Commanding General. The purposes for which the corporation

is organized are to strengthen professional and recreational naval ties; to encourage, foster, and

facilitate recreational and amateur competitive boating and sailing sports competition; and to

establish and maintain contacts and liaison with other national and international yachting

organizations, both civilian and military.

Section 2. The corporation shall have all of the powers granted to corporations under the laws

of the Commonwealth of Virginia.

Section 3. Notwithstanding any other provision of these bylaws, the corporation shall not carry

on any activity nor exercise any power that is not permitted or in furtherance of the exempt

purposes of organization as set forth in the subsection of Section SO1(c) of the Internal Revenue

Code of 1954 or any amendment or recodificatiôn thereof, under which the corporation may

choose to qualify for exemption.

Section 4. No part of the activities of the corporation shall be devoted to the carrying on of

propaganda, or otherwise attempting to influence legislation, and the corporation shall not

participate in or intervene in (including the publishing or distribution of statements) any

political campaign on behalf of any candidate for public office.

ARTICLE III

MEMBERSHIP, QUORUM, AND VOTING RIGHTS

Section 1. Membership shall be open to anyone authorized by current regulations and orders to participate, and shall not discriminate on the basis of race, religion, color, sex, disability or national origin.

 

Section 2. Membership eligibility is primarily for military personnel to include retired

members and those of reserve components and dependents of the foregoing. Civilian

membership. excluding dependents of active duty. reserve, and retired military personnel, shall

be limited to one-third of the total membership. The membership list shall be reviewed, prior

to the acceptance of a new civilian membership, to ensure that the one-third civilian to military

ratio requirement is maintained.

Section 3. There shall be three initial classes of' membership including "Charter Membership,"

"Regular Membership" and "Associate Membership." Additional classes of membership may

be established by amendment to these bylaws. Each class of membership shall have the rights

and privileges established in the Articles of Incorporation or these bylaws.

A. "Charter Membership" is an honorary status granted to the founding members of

the QYC.

B. "Regular Membership" may be obtained when an eligible person attends a

regular meeting of the Quantico Yacht Club, hereafter referred to as the Club or QYC, and pays

the established dues. A Regular Membership shall have all voting rights. A Regular

Membership shall be a family membership and shall include the sponsor and members of his or

her immediate household. Both husband and wife will be considered members under the same

membership and each will have voting rights. There shall be a maximum of two votes for each

regular membership. Adult children of the family may attend Club functions as guests, but

shall not be members unless they obtain a separate membership in their own name. A member

under 1 8 years of age will be considered a "junior member" and has no voting rights. Only

paid members may exercise their voting rights.

C. "Associate Membership" may be obtained by those individuals and entities

interested in the Club who wish to receive the newsletter by completion of the appropriate

application form and paying the dues established for associate membership. Associate

members have no voting rights. Associate members shall receive the Club newsletter and may

fly the club burgee as appropriate.

D. A quorum of the membership at a regular or special membership meeting shall

consist of Fifteen Percent (15%) of the regular membership. Voting by the membership at

regular or special membership meeting shall be limited to those members present and shall be

conducted in such manner as the Commodore, or other Officer conducting the meeting shall

prescribe except as provided herein. Unless otherwise specified in the bylaws, any motion will

be approved if it receives a majority of the votes of the members entitled to vote who are

present and voting. Voting by proxy or by absentee ballot shall not be permitted.

Section 4. Regular Membership in the Club shall carry the following privileges and

responsibilities:

A. May take part in all programs and activities of the Club.

B. May attend all rendezvous and business meetings, may offer and second motions

for vote, may cast a vote and may hold office.

C. May fly the Club burgee as appropriate.

D. When assigned in accordance with the Articles of Incorporation and these

bylaws. must actively serve on the Standing or Special Committees.

E. Will receive regular mailings of material published by the Club.

Section 5. Charter Membership consists of the following persons present at the adoption of the

original bylaws submitted to the Commanding General. MCDEC, 4 July 1975:

Andy Wehrle Oreste K. Arcuni Paul Hines

Eva Wehrle John Collins Gerald Buckley

Sam Lewis Terry Traywick Pat Kahler

Karen Riecks Lenore Collins Rich Green

John Morgenstern Bob Mosier Ronald Nord

Charter Members shall be accorded full use and privileges of the Club, may fly the Club burgee

but shall have no voting rights. Charter Members who pay the annual dues required for

Regular Membership shall have all the rights of Regular Membership including all voting

rights.

Section 6. A membership shall be considered to become inactive upon failure to pay the

annual dues in accordance with ARTICLE IV of these bylaws, and shall be removed (purged)

from the membership rolls at that time.

Section 1. The annual dues for each class of membership shall be established, from time to

time, by the board of directors and approved by the membership. The annual dues may include

a separate assessment for capital improvements or maintenance to the Clubs facilities or for the

establishment or maintenance of a reserve fund for expanding existing facilities or acquiring

new facilities.

Section 2. Annual dues will be payable as of 1 October. New members joining after that date

will have the cost of their membership prorated to the first of the month following receipt of the

application. Proration shall not apply to membership renewals unless more than one year has

elapsed.

Section 3. Special event fees may be assessed to cover the expenses of that particular event

only. In this case, only those participating shall be so assessed.

Section 1. General Powers. The affairs of the corporation shall be managed by its board of

directors who shall also serve as officers of the Club as provided in Article VI. The elected

directors of the club shall consist of a Commodore. Vice Commodore, Secretary, and

Treasurer.

Section 2. Number. Appointment. Tenure and Removal. The directors of the corporation

shall be four (4) individuals elected by the membership as provided herein. Nominations for

elected directors and officers will be made at the January meeting. Election of officers will

take place during the February meeting. There will be no discussion of nominees (other than by

the person actually making the nomination) during the nomination or election meeting. Voting

will he by secret ballot unless there is only one nominee for the office. The term of office shall

be one year commencing on the regular March business meeting of that year and continuing

until the election and qualification of his successor. Election to the same post or a different

post for more than one year is permissible. Directors of the corporation may be removed from

office, by a two-thirds vote of the members present and voting at the next scheduled meeting

after a motion to remove from office is made. Notice of the proposed motion to remove an

officer shall be published in the corporation newsletter at least five (5) days prior to the next

scheduled meeting.

Section 3. Meetings. The board of directors shall meet at least once annually at such time,

place and location as the board of directors may designate by resolution. The board of directors

may provide, by resolution, the time and place for holding additional regular meetings without

other notice than such resolution.

Section 4. Special Meetings. Special meetings of the board of directors may be called by or

at the request of the Commodore or any two directors, and shall be held at the principle office

of the corporation or at such other place as the directors may determine. Notice of any special

meetings of the board of directors shall be given at least five days previously thereto by written

notice, delivered personally, or sent by mail, telegram, or facsimile transmission to each

director at his address as shown by the records of the corporation. If mailed, such notice shall

be deemed to be delivered when deposited in the United States mail in a sealed envelope so

addressed, with postage thereon prepaid. Any director may waive notice of any special

meeting.

Section 5. Waiver of Notice. A director may waive notice of any meeting. The attendance of

a director at any meeting shall constitute a waiver of notice of such meeting, except where a

director attends a meeting for the express and sole purpose of objection to the transaction of

any business because the meeting is not lawfully called or convened. The business to be

transacted at the meeting need not be specified in the notice or waiver of notice of such meeting

unless specifically required bylaw or these bylaws.

Section 6. Quorum. A majority of the board of directors shall constitute a quorum for the

transaction of business at any meeting of the board; but if less than a majority of the directors

 

are present at any meeting, a majority of the directors present may adjourn the meeting from

time to time without further notice.

Section 7. Board Decisions. The act of a majority of the directors present at the meeting at

which a quorum is present shall be the act of the board of directors, unless the act of a greater

number is required by law or by these bylaws.

Section 8. Vacancies. Any vacancy occurring in the board of directors of the corporation

shall be filled by a majority vote of the Executive Committee.

Section 9. Compensation. The members of the board of directors shall not receive any

compensation for their services, but the corporation may, by resolution, authorize the

reimbursement of directors for actual sums expended on behalf of the corporation.

Section 1. The elected officers of the club shall consist of a Commodore, Vice Commodore,

Secretary, and Treasurer.

Section 2. Nominations for elected officers will be made at the January meeting. Election of

officers will take place during the February meeting. The term of office shall be one year

commencing on the regular March business meeting of that year and continuing until the

election and qualification of his successor. Election to the same post or a different post for

more than one year is permissible.

Section 3. There will be no discussion of nominees (other than by the person actually making

the nomination) during the nomination or election meeting. Voting will be by secret ballot.

Section 4. The Commodore may appoint additional officers as he deems necessary to assist

him in the prudent governance of the Club. The rank of the appointed officers may be no

greater than that of Rear Commodore and that person or those persons shall serve at the

pleasure of the Commodore but no longer than the appointing Commodore holds office.

Section 5. The Commodore, Vice Commodore, and Rear Commodore(s) shall be Flag Officers.

Section 6. Elected officer vacancies shall be filled by the Executive Committee until the

normal term expires. The Vice Commodore shall succeed the Commodore in the event that

office becomes vacant.

Section 7. Removal of an officer is accomplished by a two-thirds vote of the members present

and voting at the next scheduled regular meeting after a motion to remove the officer from

office is made. Notice of the proposed motion removing the officer shall be published in the

newsletter at least five (5) days before the meeting at which it is to be acted upon.

Section 8. The officers of the corporation shall not receive any compensation for their

services, but the corporation may, by resolution, authorize the reimbursement of officers for

actual sums expended on behalf of the corporation.

Section 1. It shall be the duty of the Commodore to command the squadron, to preside at all

meetings of the Club. to act as the principal executive officer for the Club, and to enforce the

laws and regulations of the Club.

Section 2. The Commodore shall establish, appoint and have general authority over all boards,

committees and special committees as from time to time may be advisable and shall appoint or

approve the members, designate the chairman and prescribe the duties thereof.

Section 3. The Commodore may call special meetings of the Club and shall do so in

accordance with the provisions of ARTICLE V of these bylaws.

Section 4. The Commodore shall appoint those officers as provided in ARTICLE VI, Section

4 of these bylaws.

Section 5. The Commodore may veto any proposed purchase unless such purchase was

approved by the membership as provided herein.

Section 6. The Commodore must approve for the payment all bills of the Club. In his absence,

such approval can be granted by the Vice Commodore, Secretary, or the Treasurer, in that

order.

Section 7. The Commodore shall perform such other duties as prescribed by these bylaws.

Section 8. It shall be the duty of the Vice Commodore to assist the Commodore in the

discharge of his duties, to officiate in his absence, and to perform such other duties as may be

prescribed.

Section 9. It shall be the duty of the Secretary: to keep a true record of the proceedings

(minutes) of all meetings of the Club, and to forward a copy of the minutes to the Commanding

General (C37); to keep a correct roll of all members; to maintain an up-to-date copy of the

Articles of Incorporation and bylaws and amendments thereto; to maintain the Club Post Office

box; to file all documents, reports, records and communications connected with the business of

the Club; and to provide adequate notice of general meetings to all members. In the case of

inability to attend any meeting of the Club, to cause the necessary books and papers to be

conveyed to the place of the meeting; and to perform such other duties as may be prescribed.

Section 10. It shall be the duty of the Treasurer: to collect in a timely manner all assessments

and dues of the Club; to maintain a record of the date and amount of all monies due the Club; to

pay all bills authorized by the Commodore; to keep full and accurate accounts of all receipts

and disbursements; to make an oral report at each monthly meeting of the club of monthly

receipts and disbursements with a statement of the amount of money on hand; to prepare an

annual budget for the Club; to present a detailed report (financial statement) showing the

financial condition of the Club at the end of the fiscal year in accordance with the requirements

of enclosure (5) of MCCDCO 701 0.lA or any replacement thereof. The financial statement

shall be provided to the Commanding General (C37) and (C 184) and shall be signed by the

Treasurer as submitted", by the Commodore as "approved", and by the audit board as

"accounts audited and found to be correct".

ARTICLE VIII

ADMINISTRATION OF THE CLUB

Section 1. The routine administration of the Club shall be vested in the elected and appointed

officers of the Club.

Section 2. Collectively the elected officers shall be known as the Executive Committee.

Section 3. The Executive Committee shall have the general charge and control of policies,

administration and finances of the Club.

Section 4. The presence of two elected officers and the Commodore or Vice Commodore shall

constitute a quorum of the Executive Committee.

Section 5. The Executive Committee shall meet at such times and places as the Commodore or

the Executive Committee may determine and the senior officer shall be the Chairman thereof.

Section 6. All requests for appropriation of funds shall be brought to the Executive Committee

which shall then pass upon such requests and make its recommendations to the Commodore.

Section 7. Expenditures in excess of $200.00 will be approved by a simple majority of the

voting members present and voting at any meeting of the Club.

Section 8. All proposed purchases or bill payments must have the approval of the Commodore,

or in his absence, the Vice Commodore, Secretary or Treasurer in that order.

Section 9. Notice of all meetings of the Executive Committee shall be given to the members

thereof orally or in writing by the Secretary at least three days before each meeting, except in

emergencies. The Secretary may make electronic distribution of notice of meetings and other

materials to individual members of the Executive Committee, provided the Secretary maintain

a signed written request from such member to receive such distribution.

Section 10. The Executive Committee is authorized to expel and/or discipline any member for

good and sufficient reason. Such disciplinary action may be appealed and can be reversed by a

two-thirds vote of the membership present at a regularly scheduled meeting.

Section 11. The hinds of the Quantico Yacht Club shall be deposited in a federally insured

bank in the name of the organization.

Section 12. The Club shall maintain records of receipts and disbursements and such other

records as may be deemed appropriate in accordance with generally accepted accounting

principles and business practices.

Section 16. The Commodore shall appoint an audit board to conduct an annual audit of the
Club's financial records as of 30 September in accordance with the requirements of enclosure (4) of MCCDCO 7010.lA or any replacement thereof. Special audits may be conducted at any time the Commodore deems necessary or when a majority of the voting members at a meeting determines an audit is required.

Section 1. A monthly meeting of the Club membership shall be held at the Club House at such

dates and times as determined by the Commodore.

Section 2. Special meetings of the Club may be called by the Commodore at such times and

places deemed suitable.

Section 3. Notice of meetings shall be given in such a manner as to assure that reasonable

effort is made to notify all regular members of the time, place and purpose of said meetings.

Section 4. The rules contained in the current edition of Robert's Rules of Order Newly Revised

shall govern the organization in all cases to which they are applicable and in which they are not

inconsistent with these bylaws and any special rules of order the organization may adopt.

Section 1. All activities of the QYC shall be based on the Articles of Incorporation and bylaws

or such other rules and regulations as may be adopted from time to time by the general

membership of the Club.

Section 2. Subject to the approval of the Commanding General (C37), these bylaws may be

amended at any meeting of the Quantico Yacht Club by a two-thirds vote of the membership

present and voting, provided the proposal is placed before the membership at the previous

meeting and published to the membership at least five (5) days prior to the meeting. The

publication of the proposed change to the bylaws shall contain the full text of the existing

Article which is proposed to be amended together with the text of the proposed amendment

which may be shown by striking through text to be deleted and underlining text to be added.

Section 3. The board of directors may, by resolution duly adopted, indemnify and advance

expenses to any director, officer or employee or agent of the corporation for any liability or

expenses incurred by that individual in good faith and in his official capacity to the maximum

extent permitted by law.

Section 4. Whenever any notice is required to be given under the provisions of law of the

Commonwealth of Virginia, the Articles of Incorporation, or the bylaws of the corporation, a

waiver thereof in writing, signed by the person or persons entitled to such notice, whether

before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Approved and adopted by the membership at the regularly scheduled membership meeting

held on 8 October, 1999, subject to the approval of the Commanding General (C37) as provide

herein.

_________________________________________

Secretary