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ROYAL LAKE OF THE WOODS YACHT CLUB BY-LAWS
ADOPTED AT THE AGM OF 2010, AMENDED AT THE AMG 2016
BEING THE GENERAL BY-LAWS OF THE ROYAL LAKE OF THE WOODS YACHT CLUB (“RLWYC”), superceding all previously adopted constitutions and by-laws.
PURPOSE OF RLWYC
1. The purpose of the RLWYC is to organize, equip, and operate a club located on Yacht Club Island at Lake of the Woods, Canada, for pleasure and recreation. Further objectives include
- to promote and develop the sport of sailing
- to maintain a clubhouse, sailing equipment, docks and tennis courts
- to be a Community Leader in the promotion of safe boating practices and good stewardship of the natural lake environment
- to provide other types of recreation that the Executive Committee may consider advisable
The operation of the RLWYC will be for non-profit purposes only, and no part of the net earnings of the RLWYC will benefit any private member.
Notwithstanding any other provision of these bylaws, RLWYC will not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of this general purpose.
2. The RLWYC burgee will be triangular, not more than 24 inches in length, half red and half blue, horizontally, having the red above. A Crown will be situated in the centre of the triangle.
The Royal Warrant, awarded to the Club, permits the Blue Ensign to be flown with the badge of the Club in the fly.
3. Membership will be limited to those who subscribe to the objectives and undertakings of the RLWYC.
4. Categories of membership, and annual dues will be determined from time to time by ordinary resolution and majority vote of the Executive Committee. Categories of membership need not be limited to individuals, and may include broader group categories such as “Family” or “Camp”. Annual dues will be payable on a date determined by the Executive Committee, and in any event, no later than June 15th of each year.
5. New members will be required to pay an entrance fee. This fee will be determined from time to time by the Executive Committee.
6. A list of all members will be maintained by the Executive Director.
7. Any member who has not paid his or her annual membership dues and/or entrance fees and/or account charges by September30th in any year will cease to be a member, and his or her name will be struck from the membership roll. Such member may only be re-instated by approval of the Executive Committee.
8. Any member who willfully violates any of the rules of RLWYC may be subject to suspension.
9. The Annual General Meeting of the RLWYC will be held in Winnipeg, Manitoba, no later than the end of December in each year. The Secretary will provide notice of the time and place of the Annual General Meeting by electronic means to each member who has provided their email address at least one week before the meeting. The Commodore, or in his or her absence the Vice-Commodore, will be the Chair of such meetings. The Commodore, one other member of the Executive Committee, and ten additional members of good standing will form a quorum. No business will be conducted until there is a quorum present.
10. The proceedings of every Annual General Meeting will be as follows:
- Reading of the Notice of Meeting (or a motion to waive the reading)
- Approval of the Minutes of the last Annual General Meeting and any extraordinary general meeting.
- A report of the Commodore or Vice-Commodore on behalf of the Executive committee on the year’s activities.
- Report of the Treasurer on the financial results of the past year and presentation of the accounts following a review by an outside Accountant
- Ratification of Actions of the Executive Committee
- Nomination and election of the Executive Committee for the following year
- Appointment of an Accountant to review the accounts for the following year
- Other business (including business brought under consideration by the Notice)
11. The Secretary will summon a special general meeting at any time upon receiving directions from the Commodore, or on a requisition signed by not less than fifteen (15)
adult members in good standing. Notice of such special general meeting will be given in the same manner as notice of the Annual General Meeting, and will state the purpose and location of the meeting. No business will be transacted at a special general meeting other than that specified in the agenda forming part of the notice of the meeting. The Chair will determine the order in which the business and questions are presented to the members at any meeting.
12. Adult members in good standing. Notice of such special general meeting will be given in the same manner as notice of the Annual General Meeting, and will state the purpose and location of the meeting. No business will be transacted at a special general meeting other than that specified in the agenda forming part of the notice of the meeting. The Chair will determine the order in which the business and questions are presented to the members at any meeting.
13. The Annual General Meeting and all general meetings will be open only to members in good standing and individuals invited by the Executive Committee to attend. All persons listed on “Camp,” “Family,” or other types of group memberships may attend general meetings, but only two designated adult individuals may vote on behalf of such group membership.
14. Any member can propose a motion or make a nomination for any position on the Executive Committee. The motion or nomination will be considered at the Annual General Meeting provided it is received by the Secretary at least two weeks before the date of the general meeting.
15. A member eligible to vote who will be absent from the meeting can give his or her vote by proxy to a member who will be in attendance; however, each member in attendance is not allowed to submit more than five (5) proxy votes. Proxy votes may also be returned to the Secretary either by post or electronically, provided they reach the secretary at least 24 hours before the meeting. The Secretary will have sole and exclusive authority to determine the validity of any proxy votes either carried to the meeting by any member or received electronically, and any such determination will be final and binding and not subject to further appeal.
16. Every motion submitted at any meeting will be voted on, at the discretion of the Chair of the meeting, either by secret ballot or by a show of hands. The Secretary shall cast the proxy votes received electronically. In case of an equal number of votes, the Chair will have a tie-breaking vote. Notwithstanding the preceding, any member may resolve that any vote on any particular issue is to be conducted by secret ballot and, if seconded and thereafter approved by a majority of the members in attendance by a show of hands, a secret ballot will be used to determine that issue.
17. Any general meeting may be adjourned at the discretion of the Chair of the meeting or on a two-thirds (2/3) vote of the members present. Any unfinished business may be transacted at a reconvened meeting at a time and place indicated by the Chair to the members present, and no further notice need be given to the membership to reconvene such meeting.
18. The Executive Committee will normally consist of:
- The Commodore
- The Vice-Commodore
- The Executive Director
- The Rear Commodore of Sailing
- The Rear Commodore of Tennis
- The Rear Commodore of Swimming
- The Treasurer
- The Membership Chairman
- The House Chairman
- The Harbour Master
- The Honorary Solicitor
- The Secretary
19. The Executive Committee may include, at its discretion, up to a maximum of five other members with other designated roles. In certain cases, two members may be appointed to a joint role. With the exception of the Executive Director, whose contract will be agreed by the Executive Committee, the members of the Executive Committee will serve without remuneration except for reimbursement of out-of-pocket expenses incurred on behalf of the RLWYC.
20. Members of the Executive Committee, excluding the Commodore, will normally hold office for two years. The Commodore will hold office for 1 year as Commodore and 1 year as Past Commodore.
21. The notice to members for the AGM will designate any members standing for an additional term of either one or two years. The retiring Executive Committee is responsible for proposing appropriate replacements for the following year to be elected at the AGM. The Executive Committee may, however, fill vacant positions outside of the AGM to be approved at a subsequent meeting.
22. Members of the Executive Committee will at all times be indemnified by the RLWYC and not held personally liable for any actions taken, expenses incurred or suit brought against them. This provision does not, however, include any willful or deliberate neglect or default. The RLWYC may buy appropriate insurance cover for this indemnification.
Powers and Duties of the Executive Committee
23. Decisions of the Executive Committee will be taken by majority vote with the Chair exercising a casting vote in case of a tie.
24. Subject to the provisions hereof, the administration, management, and control of the affairs, property, business, and funds of RLWYC will be vested in the Executive Committee, who will have full power with respect thereto. The Executive Committee are responsible for maintaining an annual operating budget that, at a minimum, covers all expenses for each year and provides sufficient working capital for the six (6) winter months following the year end.
25. The Executive Committee shall designate part of any operating surplus at their discretion to a Maintenance Fund to be held separately from the operating account. Funds may only be released from this Fund by a majority vote from the full Executive Committee.
26. From time to time, the Executive Committee may deem it necessary to ask the membership voluntarily to donate extra funds. Such funds will be clearly designated for major capital expenditures.
27. By exception, the Executive Committee may borrow funds to finance the working capital requirements of the Club up to an aggregate amount not exceeding 50% of the previous year’s total amount of membership dues received. Such borrowings should be repaid in the following season. The Executive Committee will not encumber any real property of the Club. Any further borrowings must be approved by the membership at a duly constituted Special General Meeting.
28. The Executive Committee may not sell in whole or in part, any real property of the Club with a value exceeding $30,000 without approval by the membership at a duly constituted Special General Meeting.
29. It will be the duty of the Commodore to preside at all member meetings and meetings of the Executive Committee, except as set out previously; and generally to supervise and manage the affairs of the RLWYC.
30. It will be the duty of the Past Commodore to assist the commodore in the supervision and management of the affairs of RLWYC and preside at the Executive and Member Meetings as requested by the Commodore.
31. It will be the duty of the Vice-Commodore to officiate at meetings in the absence of the Commodore, and to assist the Commodore in the discharge of his or her duties.
32. It will be the duty of the Rear Commodore of Sailing to oversee all sailing programs:
- to contract qualified individuals to manage sailing programs and give instruction to maintain the RLWYC’s fleet of boats
- to prepare a schedule for the season’s races
- to organize and manage all sailing races and regattas and races held at the RLWYC
- to enforce the observance of all sailing regulations
- to promote the best interests of the RLWYC in sailing matters generally
33. It will be the duty of the Rear Commodore of Tennis to oversee all tennis programs:
- to contract qualified individuals to manage all programs and give instruction
- to prepare a schedule for the season’s tournaments and tennis events
- to ensure the courts are properly maintained
- to promote the best interests of the RLWYC in tennis matters generally
34. It will be the duty of the Rear Commodore of Swimming to oversee all swimming programs:
- to contract qualified individuals to manage all programs and give instruction
- to prepare a schedule for the season’s programs
- to ensure all program facilities are properly maintained
- to enforce the observance of all swimming regulations
- to promote the best interests of the RLWYC in swimming matters generally
35. It will be the duty of the Secretary to give notice of all meetings:
- to record and distribute electronically accurate minutes of all such meetings
- to perform such other duties as may from time to time be directed by the Commodore or the Executive Committee
36. It will be the duty of the Treasurer generally to supervise the proper financial management of the club.
- to maintain a bank account(s) for the safekeeping of RLWYC funds
- to ensure that all necessary accounting records are regularly and properly kept in accordance with generally accepted accounting principles
- to ensure that appropriate controls for the proper management of the RLWYC are in place
- to ensure that proper financial statements are prepared at year end and presented at the Annual General Meeting
37. It will be the duty of the Honorary Solicitor to advise and assist the Executive Committee on legal matters.
38. It will be the duty of the Membership Chair:
- promote membership of the club
- to monitor and survey membership satisfaction with the Club services, programs and events
- to encourage new members to be inclusive of new members
- to recommend appropriate dues, categories and entrance fees to the Executive Committee
39. It will be the duty of the House Chairman:
- to oversee the management of the building premises including the kitchen, canteen, staff quarters, outside decks, the stand-by generator, the fire system and the water and septic systems
- to ensure that Policies and Procedures for regulatory compliance are in place
40. It will be the duty of the Harbour Master to oversee:
- The management of all docks, walkways, trails etc.. This includes the West End Landing, ramps and buildings constructed on the docks
- to ensure proper maintenance and regulatory compliance for the elevator
41. It will be the duty of the Executive Director to:
- oversee the day-to-day operation of RLWYC
- to supervise and hire contracted staff other than those covered in paragraphs 31, 32, 33 and 34
- to control the books and records of RLWYC
- to perform such general duties as assigned by the Commodore
- The Executive Director is answerable only to the Commodore and the Executive Committee.
42. The Executive Committee may appoint such working committees as it deems necessary for the management and operation of the RLWYC.
43. The Executive Committee and the Executive Director may appoint contracted personnel or agents as they deem necessary and/or desirable.
44. The Executive Committee will be responsible for recommending a Chartered Accountant, who may be an RLWYC member but not a member of the Executive Committee, to review and comment on the completeness of the financial statements for the Annual General Meeting. This appointment should be approved at the AGM for the following year.
45. The Executive Committee will meet as often as it considers that the interests of the RLWYC require. The Secretary will keep minutes of meetings and all proceedings. Four members of the Executive Committee, one of which will be either the Commodore or the Vice-Commodore, form a quorum. Resolutions of the Executive Committee are passed by a simple majority of those present, including by telephone, at an Executive Committee meeting. The Executive Committee from time to time may at its discretion invite other members or individuals who are not members to attend such meetings.
46. The Executive Committee will be responsible to the members for its actions and proceedings.
47. Any member of the Executive Committee may be liable to removal from office by a vote of two-thirds (2/3) of the members present at any duly constituted general meeting.
48. In cases of death, retirement, resignation, or removal from office of a member of the Executive Committee, all books, papers, vouchers, money, and other property belonging to the RLWYC in that member’s possession or control at such time will be delivered to the Executive Committee at the earliest opportunity.
AMENDMENT OF BY-LAWS
49. It will be the duty of the Past Commodore to preside at all member meetings and meetings of the Executive Committee as requested by the Commodore, too assist in the commodore in the supervision and management of the affairs of RLWYC.