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ARTICLE
I: NAME AND PURPOSE
The name of
this corporation is the Lake Pontchartrain Women’s Sailing Association (the
“Association”).
The Lake
Pontchartrain Women’s Sailing Association is dedicated to advancing the
excellence of women in sailing through educational opportunities, and
instruction, training and competition, thereby developing individual sailing
capabilities and promoting greater access for women to the sport of sailing.
This
Association shall operate as a Louisiana nonprofit corporation.
ARTICLE
II: OFFICERS
The Flag
Officers of the Association shall consist of the Commodore, Vice-Commodore,
Rear Commodore and Secretary-Treasurer. Flag Officers shall not serve more
than two (2) consecutive years in the same office. The operations of the
Association shall be managed by the Flag Officers, and each shall perform
the duties set forth herein:
Commodore:
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Preside over all General Membership meetings
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Serve on and act as Chairman of the Executive Committee
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Appoint the Chairmen of standing committees, subject to the approval of
the Executive Committee
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Serve as ex-officio member of all committees with full voting powers.
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Serve as the official representative of the Association
Vice-Commodore:
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Assume the duties of the Commodore in her absence
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Such other duties as directed, from time to time, by the Executive
Committee
Rear-Commodore:
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Assume
the duties of the Vice-Commodore in her absence
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Serve
as Chairman of the Regatta Committee
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Such
other duties as directed, from time to time, by the Executive Committee
Secretary-Treasurer:
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Shall
keep and maintain the minutes of all general membership and Executive
Committee meetings
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Shall
send notifications and conduct the general correspondence of the
Association
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Shall
have custody of and be responsible for all funds and financial records
of the Association.
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Make
financial reports at general membership meetings, or as directed by the
Executive Committee.
The Treasurer shall have no authority independent of
the Executive Committee to dispose of the funds, change the financial
institution in which the funds are kept, or invest or withdraw the funds.
ARTICLE III:
DIRECTORS/EXECUTIVE COMMITTEE
The
directors of the Association shall consist of nine (9) members, the Flag
Officers and four (4) members at large, elected by the Active Members. The
9th member shall be the immediate past Commodore. If the
Commodore is re-elected, the past Commodore’s position shall be available to
the membership for election. All of the directors shall comprise the
Executive Committee.
A majority
plus one (1) of the Executive Committee shall constitute a quorum; a quorum
shall be necessary to consider any question that may come before any meeting
of the Executive Committee. A quorum being present, the affirmative vote
of a majority of the Executive Committee members present at the meeting
shall be necessary to decide any question. If a quorum is not present at a
duly called meeting, a majority of those present may adjourn the meeting.
The
Executive Committee shall have the power to fix dues, designate banks and
depositories, and establish rules of conduct together with all other powers
necessary for the orderly management of the Association. The Executive
Committee shall not relinquish ownership of any Association property without
consent of the Active Members.
ARTICLE IV:
COMMITTEES
The
Commodore shall appoint the chairman of each standing committee, subject to
ratification by the Executive Committee. Such chairmen and members of each
committee may be removed at the discretion of the Executive Committee.
Members of each committee shall be appointed by the respective chairman and
shall number no more than nine (9). Standing Committees shall consist of the
following:
Regatta:
The Regatta Committee shall be responsible for establishing and maintaining
standards for high quality racing events. These duties shall include:
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Schedule
events and select venues
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Coordinate activities with cooperating sailing organizations
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Publish
notices of regatta and sailing instructions
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Select of
umpires and protest committees when necessary
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Conduct
awards presentations and have full charge of all matters pertaining to
prizes and scoring
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Maintain
a list of available crew, specifying abilities and interests
Membership/Publicity: This committee shall have a dual purpose whose
mission is to encourage membership of any person interested in fostering
women’s sailing and ensuring that all of the organization’s events receive
adequate publicity. These duties shall include:
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Receive
and process all applications for membership
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Maintain
a list of active members
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Actively
recruit new members
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Publish
notices to members
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Maintain
contact with the press or other news organizations or publications
Programs/Education: The education/programs
committee shall coordinate all seminars, training and study programs related
to improving sailing, racing and seamanship skills of members.
Social: The
Social Committee shall organize and conduct all of the organization’s social
events and coordinate social events with cooperating sailing organizations.
By-laws: The By-laws
Committee shall suggest to the Executive Committee such amendments, as it
deems necessary or advisable.
Ad Hoc: The
Commodore may, with notification to the members of the Executive Committee,
appoint Ad Hoc committees, as she deems appropriate.
Nominating
Committee: Candidates for offices are to be proposed by a Nominating
Committee consisting of five (5) members and one alternate, elected at the
semi-annual meeting, to be held on the 1st Thursday in June of
each year. The five (5) members and one (1) alternate member shall be
elected to serve on the Nominating Committee by a single ballot cast for six
(6) of a minimum of ten (10) nominees, each of whom shall have been
nominated from the floor by a member who shall rise to announce the
nomination. The chair shall recognize and record all nominations so made.
Nominations shall be closed if there are no further nominations from the
floor, or upon motion duly made, seconded and passed by a 2/3’s vote of the
members present. A motion to close nominations is out of order if another
member is seeking the floor to make a further nomination.
The member
so elected with the 6th highest number of votes shall be
designated as the alternate, who shall serve on the Nominating Committee in
the event one (1) of the five (5) members receiving more votes is unable to
serve.
Members of
the Nominating Committee cannot hold office nor be considered for office.
ARTICLE V:
ELECTIONS
The Flag
Officers herein stipulated and the members at large of the Executive
Committee shall be elected at the Active Members annual meeting held on or
about the first Thursday of December, and shall take office on the following
January 1. They shall hold office for one year from that date, or until
their successors are elected.
A
Nominating Committee shall present to the Active Members at least thirty
(30) days prior to the election date, a list of one (1) or more Active
Members to fill the positions for the four (4) Flag Officers and four (4) at
large members.
Any seven
Active Members in “good standing” may nominate other candidates and a signed
petition must be presented to the Nominating Committee at least twenty (20)
days before the Annual Election. The membership is to be notified by mail
of such additional candidates at least fifteen (15) days before the annual
meeting.
Before
being considered as a candidate, an Active Member shall be in “good
standing” as defined in Article VI of these By-laws, and shall meet all
qualifications prescribed in these By-laws. A minimum of 1 year as an
Active member is required to be eligible for election to the Executive
Committee. A minimum of one year of service on the Executive Committee is
required to be eligible for election as a Flag Officer. Consent must be
secured from a member before she can be considered a candidate.
The “At
Large” candidate with the fifth highest number of votes shall fill the “Past
Commodore” position left vacant in the event the Past Commodore chooses not
to serve or the Commodore is re-elected.
Election
shall be by secret ballot. Proxies will not be allowed. Absentee ballots
may be cast on the Sunday prior to the Annual Election, at a place and time
to be announced, but only Active Members who are unable to attend the
election due to employment obligations, being outside of a fifty (50) mile
radius of the meeting place, or personal illness are eligible to vote
absentee. The Chairman of the Nominating Committee will retain the absentee
ballots until the annual meeting, at which time they will be counted.
Any vacancy
occurring among Flag Officers or the Executive Committee shall be filled by
the remaining members of the Executive Committee at its next regular or
special meeting. Said Flag Officer or Executive Committee member so elected
shall hold office only for the remainder of the term of the seat vacated or
until the next scheduled annual meeting.
ARTICLE VI:
MEMBERSHIP
Membership
is open all individuals who support and promote the ideals of the
organization and who are deemed acceptable by the Executive Committee.
Membership
applications shall be submitted on a form approved by the Executive
Committee. Upon submission of an application for membership and payment of
dues, an applicant may attend regular meetings. Applicants will be approved
by a simple majority of the Executive Committee at the next regularly
scheduled Executive Committee meeting after receipt of application.
There shall
be two classes of membership: Active and Intermediate.
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Active:
Membership is open to all interested individuals. Active members shall
have the right to vote and to hold office. The annual dues for this
membership class shall be $50.00. Dues shall be payable on January 1 each
year.
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Intermediate: Membership is open to all interested individuals under the
age of 24 years. Intermediate members are not eligible to vote or hold
office. The annual dues for this membership class shall be $25.00. Dues
shall be payable on January 1 each year.
The
Executive Committee defines a member in good standing as a member who is
current in the payment of dues and not under sanction for any reason.
ARTICLE
VIII:
AMENDMENT OF BY-LAWS
Only the
Active Members shall have the power to make, alter, or annul the By-laws,
rules and regulations for the government of the affairs of this Association
as they may deem proper. The Active Members must, at a regularly scheduled
or special meeting, vote on any proposed change.
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Amendments: A minimum of twenty (20) days prior to the meeting date, the
Active Members shall be mailed (by electronic mail or by U.S. Postal
Service) a notice stating precisely the amendment proposed and the date,
time and place of said meeting. Any such change must be approved by a
two-thirds (2/3) vote of the Active Members present and voting.
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Suspension: Any suspension to the rules or By-laws must be approved by a
two-thirds (2/3) vote of the Active Members present and voting. A
suspension renders temporarily ineffective a particular rule or part of
the By-laws.
ARTICLE IX:
MEETINGS
Active
Membership
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Meetings
of Active Members shall be held semi-annually, on or about the first
Thursday of June and December each year.
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A quorum
must be present in order for any meeting to be official. The quorum shall
consist of one-fourth (1/4) of the Active Members and two (2) Flag
Officers. If a quorum is not in attendance at any regularly scheduled
meeting, the presiding officer shall adjourn and reschedule the meeting.
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Special
meetings may be called at the discretion of the Commodore, the Executive
Committee, or by petition of one-third (1/3) of the Active Members.
Members shall be notified of such meetings by mail not less than ten (10)
calendar days prior to the meeting date.
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Order of
business at meetings of the Active Members:
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a.
Call to order.
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b.
Declaration of quorum.
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c.
Introductions.
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d.
Reading of previous minutes.
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e.
Report of Treasurer.
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f.
Committee reports.
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g.
Old business.
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h.
New Business.
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i.
Adjournment.
Executive
Committee
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A
majority plus one (1) shall constitute a quorum at any meeting of the
Executive Committee.
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The
Executive Committee shall attempt to meet at least monthly.
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The
Commodore or five (5) members of the Executive Committee, by petition, may
call a special meeting of the executive Committee at any time by notifying
all Executive Committee members.
ARTICLE X:
Disciplinary Action
The
Executive Committee shall have the power, by a majority vote, to take
disciplinary action against a member for grave violation of association
rules or conduct prejudicial to the club in the following manner: expel
from membership or suspend membership or other action as the board deems
appropriate. Such enforcement shall be fairly and uniformly administered.
The member shall be given a one-week notice and shall have the right to
appear before the Executive Committee and be heard in her own behalf. An
expelled member shall lose all rights and privileges including claims to all
assets of the Association.
Expelled
members may submit a new application for membership no earlier than one year
from the date of their expulsion.
ARTICLE XI:
FLAGS
The
association shall have and maintain a burgee of distinctive design and
color. Any member in good standing shall have the privilege of flying or
otherwise displaying said flag at any time.
ARTICLE XII:
RULES OF ORDER
Unless
otherwise provided by the By-laws, the rules laid down by “Robert’s Rules of
Order” shall prevail. |
