Adopted September 7, 2015
ARTICLE 1 – NAME AND PURPOSE
SECTION 1- NAME
This Corporation shall be known as Taylor Pond Yacht Club sometimes hereinafter referred to as “TPYC”.
SECTION 2 – PURPOSE
TPYC shall be devoted to recreation and good fellowship for the common interest of members in the sailing of boats on Taylor Pond and the handling of affairs afloat and ashore, pertinent to these ends. Other recreational activities including use of other boats, swimming and tennis may also be sponsored as well as social activities for its members.
All activities shall be conducted in an orderly way with due regard to the neighborly rights and privileges of others.
ARTICLE 2 – MEMBERSHIP AND DUES
SECTION 1 – MEMBERSHIP
Membership to TPYC shall be divided into four categories (as described below):
- Regular members
- Sailing only members
- Honorary members
- Associate members
- Additional classifications
- Regular members
The Regular Membership of TPYC shall consist of those families and individuals over the age of 18 who have been elected as Regular Members and who pay their initiation fee, their annual dues and any existing assessments. In the case of married members, both must join unless one is away on active military duty. Unmarried children of Regular Members who have not reached their twenty third (23”) birthday and who have not established separate residence shall be entitled to use all of the club facilities under the Regular Membership.
- Sailing only members
A person who has not reached his or her twenty third (23rd) birthday may be elected to a Sailing Only Membership. A Sailing Only Member shall not be required to pay the initiation fee. To be eligible for this category, a candidate must be either the owner of a club recognized class of sailboat which he or she proposes to operate on Taylor Pond or an anticipated member of a crew of a class of sailboat owned and operated on Taylor Pond by a current club member. A Sailing Only Member shall have use of the club sailing facilities only during the term of his or her membership. Family members of the Sailing Only Member do not have the right to use any club facilities.
- Honorary members
A present member sixty-five (65) years of age or over who has been a paying member of the club for at least twenty (20) consecutive years (21 years if said member has used the allowed dues-free 1 year leave of absence) will automatically become an Honorary Member with full privileges of Regular Membership. The Honorary Member can choose to be exempt from all dues, assessments, and Workday responsibilities.
- Associate members
A person who was a Regular Member on October 20, 1974, and who is no longer interested in regular participation in tennis or sailing and who has no children under age eighteen (18) may, at his or her election, convert his or her membership to Associate Member status. Dues shall be one half the dues paid by a Regular Member. Upon conversion of his or her membership, any TPYC debentures shall be surrendered for cancellation without payment of any redemption price.
- Additional classifications
The Board of Governors shall be authorized to establish from time-to-time additional classifications of members and to set the dues for each classification to remain in effect until the next Annual Meeting of the membership when such classification will be subject to review.
SECTION 2 – ELECTION OF MEMBERS
- Upon receiving an inquiry about TPYC membership, the person responsible for New Members will forward an application form along with an explanation of the dues structure, a copy of the TPYC House & Grounds Guidelines, a copy of the club Bylaws and the Volunteer Duties List.
- The applicant will return the completed application which will include contact information for two (2) references. The applicant does not need to know a club member.
- The Board of Governors shall act as the Membership Committee. After reviewing the application information, they shall vote to accept or deny membership. Acceptance requires a majority vote.
- The person responsible for New Members will then inform the applicant of the Board’s decision.
- The Purser will send a dues invoice to the New Member and failure to pay within 30 days shall be deemed equivalent to declining membership.
SECTION 3 – DUES, INITIATION FEES AND ASSESSMENTS
- The Board of Governors shall set the Dues for the following Regular Membership categories:
- Single Member
- Couple Membership: couple having no children between three (3) and eighteen (18) years of age
- Family Membership: couple with children between three (3) and eighteen (18) years of age.
- Single With Kids Membership: parent with children between three (3) and eighteen (18) years of age.
- Sailing Only Member
An Honorary Member shall not be required to pay any dues or assessments.
- The Board of Governors shall set a one-time, non-refundable initiation fee of $50 per adult payable with the Member’s initial dues payment. The Board may adjust the amount of the initiation fee paid by all new members admitted in any year.
- The Board of Governors may make such reasonable assessments from time to time as required for the proper financing of TPYC operations. It may also assess fines for failure to participate in workday related projects and other necessary TPYC activities.
- The Board of Governors may raise or lower the membership fees in any year prior to March 15th. No increase shall raise the dues by more than 10% over the preceding year.
- The Purser shall send out the membership dues invoices by May 1. The Board of Governors may allow a discount of up to 10% for dues paid within 30 days of receipt of said invoice.
- If a member’s dues remain unpaid after July 15th, a late fee may be levied and the board may terminate the membership.
- Persons elected to membership after July 31 of any year shall be liable for the initiation fee and one half (1/2) the current year’s dues.
- Persons elected after Labor Day shall not be liable for dues until the following spring. However, the initiation fee shall be paid.
SECTION 4 – “IN GOOD STANDING”
A member shall be deemed to be “in good standing” if he or she has paid his or her initiation fee, dues and assessments when they become due, and he or she has not had his or her membership terminated as allowed in Section 5 below.
SECTION 5 – TERMINATION OF MEMBERSHIP
- The Membership Committee shall receive complaints against Members and their respective families, guests, and employees. If upon investigation of a complaint, it shall appear that any Member has violated any provision of the By-laws of TPYC, any of the House and Grounds Guidelines or any commonly accepted standards of moral or ethical conduct, or shall have grossly disregarded the rights, comfort or enjoyment of others at or about TPYC premises or on Taylor Pond, the Membership Committee may terminate the membership of such Member or family, impose a suspension of membership privileges for such period as deemed just by the Membership Committee not exceeding one (1) year, or issue a warning and/or censure to such Member or family. The Committee shall endeavor to make the punishment fit the offense.
- Actions of guests, employees and members of the immediate family of any Member shall be the responsibility of such Member and he or she shall be accountable under the provisions of this Section 5.
- No termination or suspension of membership shall be imposed without first giving the Member a written specification of the nature of the complaint and granting the Member a right to present the Committee any defense, excuse or matters in mitigation which he or she may desire to present. A meeting of the Committee shall be held not less than seven days after the delivery of the complaint to the member.
- Any Member aggrieved by any decision of the Membership Committee under this Section 5 shall have the right to appeal to the Committee in writing at any time within fourteen (14) days after the decision by the Membership Committee. Such an appeal shall not suspend the decision of the Membership Committee unless the Commodore overturns the Committee’s decision.
ARTICLE 3 – ORGANIZATION
SECTION 1 – BOARD OF GOVERNORS
- The governing body of TPYC shall be the Board of Governors which shall consist of the six (6) officers; the Commodore, Vice Commodore, Supercargo, Purser, Bosun and Co-Bosun. All are elected for two (2) year terms but may elect to serve one (1) additional year after a full first term.
- The Board will also have up to four (4) Governors-at-Large, who shall be increased to six (6) as of the 2016 Annual Meeting. Two (2) Governors-at-Large will be elected each year and will serve three (3) year terms.
- The Board of Governors shall all be TPYC Members.
- After a Commodore has retired from office, he or she shall serve as an advisory Governor for the following year.
SECTION 2 – VACANCIES
Vacancies on the Board of Governors, however occurring, shall be filled by the remaining members of the Board of Governors for the unexpired term.
ARTICLE 4 – ELECTIONS
SECTION 1 – ELECTIONS
The Board of Governors shall be elected at the TPYC Annual Meeting by Members present in person or by proxy.
SECTION 2 -TERM OF OFFICE
The term of office for all Board Members shall be from the time of their election until the time of the election of their successors.
ARTICLE 5 – POWERS AND DUTIES SECTION
1- BOARD OF GOVERNORS
The Board of Governors shall have the general charge and supervision of the affairs of TPYC and may appoint committees, agents and officials not specifically provided for herein.
All committees and officials shall be responsible to, and shall report to, the Board of Governors. The Board shall meet as often as deemed necessary.
SECTION 2 – COMMODORE
It shall be the duty of the Commodore to preside at all the meetings of the Corporation and of the Board of Governors and to perform all duties pertaining to the office or which may be assigned to him or her by vote of the Corporation or the Board of Governors. He or she may serve as ex-officio member of all committees.
SECTION 3 – VICE COMMODORE
It shall be the duty of the Vice Commodore to perform the duties of the Commodore in his or her absence and to perform such other duties as may be assigned by the Board of Governors.
SECTION 4 – SUPERCARGO
It shall be the duty of the Supercargo to notify club Members of all meetings of the Corporation and to notify members of the Board of Governors of its meetings. He or she shall keep minutes of all meetings of the Corporation and the Board of Governors and shall perform such other duties as may be assigned by the Board of Governors.
SECTION 5 – PURSER
It shall be the duty of the Purser to receive all funds and to act as custodian of the funds and property of the Corporation. He or she shall keep such records of accounts as will enable him or her to report with respect to the finances of the Corporation to the Board of Governors whenever called upon. He or she shall create and send out yearly dues’ invoices to the Membership, keep the Membership records and perform other duties as may be assigned by the Board of Governors.
SECTION 6 – BOSUN
It shall be the duty of the Bosun to assume general responsibility for the buildings, grounds, waterfront, fixtures and equipment of the Club and the maintenance and replacement thereof as needed. He or she shall supervise the opening of TPYC on Spring Work Day and it’s closing on Fall Work Day. He or she may appoint any committees deemed necessary to help with work projects.
SECTION 7 – CO-BOSUN
It shall be the duty of the Co-Bosun to assist the Bosun and act for him or her when needed.
ARTICLE 6 – INDEMNIFICATION
TPYC shall indemnify all officers, governors, agents, and employees of the Club against all claims, judgments, awards, and expenses incurred in the course of service to the Club to the full extent and as permitted by state law, 13-A M.R.S.A. 713-A.
ARTICLE 7 – MEETINGS
SECTION 1 – MEETINGS OF THE CORPORATION
- The Annual meeting of TPYC shall be held upon any day in September or October at a convenient time and appropriate place within the State of Maine designated by the Board of Governors for the election of officers and for the transaction of such other business as may come before it. Notice of the Annual Meeting shall be transmitted by mail or electronic means to each Member of the Corporation at least seven (7) days prior to the date thereof.
- Special meetings may be called at any time and place within Androscoggin County by the Commodore or any three (3) members of the Board of Governors upon notice transmitted by mail or electronic means to each club Member at least seven (7) days prior to the meeting.
- At all meetings of TPYC, ten percent (10%) of the Members shall constitute a quorum, but less than this may adjourn the meeting.
- The business of the Annual Meeting of the Corporation shall include:
- Call to order by Commodore
- Corrections and approval of minutes from the previous Annual Meeting
- Report of the Purser
- Report of the Bosun
- Report of the Fleet Captain and/or Harbor Master
- Report of the Commodore
- Reports of Special Committees
- New business
- Election of Officers and Governors-at-Large to the Board of Governors
- Report of the new Commodore
- The notice for which a special meeting is called shall govern the order of business at that meeting.
- Robert’s Rules of Order shall govern in all matters of parliamentary procedure. Excepting as these Bylaws differ, in which case these Bylaws govern.
- Each Member shall be entitled to one (1) vote at any meeting and may vote by written proxy for the specific meeting which shall be delivered to the presiding officer at such meeting.
SECTION 2 – MEETINGS OF THE BOARD OF GOVERNORS
- The Board of Governors shall meet at any time on the call of the Commodore, but the first meeting of the Board after the Annual Meeting of the Corporation shall be as soon after the Annual Meeting as practical.
- The Commodore or the Supercargo shall call a meeting of the Board of Governors on written request signed by two (2) Members of said Board. Meetings may be called on twenty-four (24) hour notice by phone, verbally or by transmitted electronic means.
- Half of the Board of Governors shall constitute a quorum.
ARTICLE 8 – AMENDMENTS
SECTION 1 – WRITTEN APPLICATION FOR AMENDMENTS
The Board of Governors or seven (7) Members of the Corporation, by making written application to the Commodore or Supercargo, may secure the inclusion in the notice of any Annual Meeting or Special Meeting of the Corporation, the text of any amendment to the Certificate of Incorporation or these Bylaws. Such amendment, on a motion duly made, shall be voted upon at such meeting. It shall be adopted after receiving the affirmative vote of two-thirds (2/3) of the qualified voters present and voting.
SECTION 2 – WRITTEN NOTICE OF MEETING
For any meeting which will consider an amendment(s) to the Certificate of Incorporation or these Bylaws, a written notice must be transmitted by mail or electronic means to each member at least seven (7) days prior to the date thereof. Such notice must give a summary of the proposed amendment(s).
5/24/2022 formatted (msk)