By Laws
Article I-Name
The name of this organization shall be THE DARIEN BOAT CLUB, INCORPORATED, a non-profit corporation under the laws of the laws of the State of Connecticut.
Article II-Objects
Section 1.
The objects and purposes of The Darien Boat Club, Inc. shall be to provide
boating and harbor facilities and foster their improvements; to cooperate with
national, state, and local authorities and organizations toward this objective;
to encourage and promote safe boating and good fellowship among it's members
and all members of the boating fraternity; and to aid and cooperate with
national, state, and local authorities in times of national emergency or local
disaster.
Section 2. The
Club facilities are not to be used for commercial fishing nor are members
involved in commercial fishing to depart from or return to the Club facilities
when engaged in their commercial fishing activities.
Article III-Membership
Section 1.
There shall be three classes of membership in this Club: Active, Honorary, and
Senior Citizen.
Section 2. Active
members must be residents of Darien not less than twenty one years of age who
have qualified for membership in this Club under the terms hereinafter set
forth. Proof of this residency may be requested of any applicant or member
at any time by order of the Executive Committee and must be furnished upon
request. Each applicant or member must furnish a street address (mail
drops and / or business addresses are not acceptable), and a telephone number
where the applicant or member can be reached. (Unpublished telephone
numbers will be kept confidential upon request.) The burden of proving
residency to the satisfaction of the Executive Committee rests with the
applicant or member whose residency is in question. The Executive
Committee may require the applicant or member to provide such documentation as
the Committee in their sole discretion deem sufficient to establish that the
applicant or member meets and continues to meet the residency requirement.
In addition to such documentation, the Executive Committee may require any
applicant or member to provide affidavits to support this claim of residency.
Section 3. An
applicant for active membership in this Club shall be elected to membership by a
majority vote of the Executive Committee upon recommendation of the Membership
Committee.
Section 4. Honorary
memberships may be recommended by the Executive Committee for certain
individuals who have distinguished themselves by reason of conspicuous services
rendered in the interests and objects of this Club. Upon recommendation by
a majority vote of the Executive Committee, an honorary member must be elected
to such membership by a two-thirds vote of the members present and voting at a
general meeting. Honorary members shall not be subject to payment of
dues. Honorary members will be granted all other privileges of active
members except fee items for which they must pay.
Section 5. Active
members in good standing as of June 1, 1948 shall be considered Charter
Members. All active members elected to membership after that date shall be
subject to an initiation fee.
Section 6. Senior
citizen members must be at least 70 years of age. All dues and fees will
be frozen upon request to the Executive Committee after a member reaches his
70th birthday. Bond to be returned if requested.
Article IV-Officers
Section 1. The elective officers of this Club shall be the Commodore, Vice Commodore, Rear Commodore, Secretary, Treasurer, and Financial Secretary.
Article V-Duties and Powers of Elected Officers
Section 1. Commodore. The Commodore shall be the
chief executive officer of this club, and will preside at all meetings of this
Club and all meetings of the Executive Committee.
He shall perform such other appropriate duties as may
be defined in the By Laws, or required by action of the Executive
Committee. He shall take command whenever the boats or the membership of
this Club are assembled. He shall have executed at the expense of, and
in the name of The Darien Boat Club, Inc., a bond in the amount and of such
surety as the Executive Committee shall require.
Section 2. Vice
Commodore. The Vice Commodore shall assist the Commodore in the
discharge of his duties, and in the absence of the Commodore shall act in his
place and stead. There shall be executed at the expense of and in the
name of The Darien Boat Club, Inc., a bond in the amount and of such surety as
the Executive Committee shall reqire.
The Vice Commodore shall be in charge of all
personnel and shall supervise all employees.
When the office of Commodore becomes vacant during a
regular term of office the Vice Commodore shall assume the office of Commodore
in accordance with Article IX Section 5 of these By Laws.
Section 3. Rear
Commodore. The Rear Commodore shall assist the Commodore and the Vice
Commodore in the discharge of their duties, and in the absence of the
Commodore and the Vice Commodore, shall act in the Commodore's place and
stead.
The Rear Commodore shall be in charge of all Club
property and shall supervise The House and Projects chairpersons.
Section 4.
Secretary. The Secretary shall:
(a) Keep a
record of all proceedings of this Club and of the Executive Committee.
(b) File
and preserve all documents, records, reports, and communications connected
with the operation of this Club.
(c) Act as
Secretary to the Executive Committee.
(d) Mail
the required notices of meetings of this Club and of its Executive Committee.
(e) Make
such reports at the meetings of this Club as the Commodore may direct.
(f)
Review and act on before publication, all matters of publicity concerning the
activities of this Club.
(g) Take
such action and perform such duties with respect to elections as are
prescribed by Article IX of the By Laws.
(h) Perform
such other appropriate duties as may be directed by the Commodore and the
Executive Committee.
Section 5. Treasurer.
The Treasurer shall:
(a) Hold in the name of The Darien Boat Club, Inc.,
all monies belonging to this Club.
(b) Pay all bills contracted by this Club which have
been certified as correct by the Commodore.
(c) Keep a true and complete record of all monies
received and dispursed by him in his capacity as Treasurer of this Club.
(d) Have prepared for presentation at the Annual
Meeting and itemized report of receipts and disbursements for the year to
date, and report on the
financial condition of the Club at such other times as the Commodore and the
Executive Committee
may direct.
(e) Have executed at the expense of and in the name
of The Darien Boat Club Inc., a bond in the amount and of such surety
as the Executive
Committee shall require.
(f) Perform such other duties as may be
appropriate and required by the Commodore and the Executive Committee.
Section 6.
Financial Secretary. The Financial Secretary shall:
(a) Collect all monies due to The Darien Boat Club
and deposit the same with the Treasurer within 30 days of receipt.
(b) Keep an accurate list of the names and addresses
of all members of this Club, listing the type of membership, and the date
of election to
such membership.
(c) Keep a true and accurate record of the billing
and collection of dues and fees from each member.
(d) Mail to the last known address of each member on
or before January 2nd, a bill for dues and fees for the ensuing year,
which are payable
February 1st of that year.
(e) Have executed at the expense of, and in the name
of The Darien Boat Club Inc., a bond in the amount of and of such
surety as the Executive
Committee shall require.
(f) Perform such other duties as may be
appropriate and require by the Commodore and the Executive Committee.
Article VI-Executive Committee
Section 1. There
shall be an Executive Committee which shall consist of the elected officers,
the two preceding past Commodores (providing they are still active, honorary,
or senior citizen members in good standing), and the chairperson of each
standing committee appointed by the Commodore.
Section 2. The
Executive Committee shall:
(a) Pursuant to, and within the limitations of
the By Laws act as the principal governing body of this Club.
(b) Have general charge of the policies,
management, and finances of this Club.
(c) Have custody of all property of this
Club. Appropriate such sums of money for such purposes as may be deemed
for the
best
interests of this Club.
(d) Pass on all applications for membership,
and elect new members to this Club.
(e) Nominate individuals for honorary
membership who qualify under Article III, Section 4 of the By Laws.
(f) Fill any vacancy in any elective
office excepting that of Commodore, by a majority vote of the committee.
(g) Designate the banks in which funds of this
Club shall be deposited, and determine the amount and surety of Commodore's,
Vice
Commodore's, Treasurer's, and Financial Secretary's bond.
(h) Take all necessary action on all measures
introduced at and acted upon at any general or special meeting.
(i) Determine the amount and type of
insurance to be carried on Club property and Club employees.
(j) Establish a calendar of events for
each season, and properly post the members on these programs.
(k) Take all other action necessary to promote
the best interests of this Club.
(l) The Executive Committee shall meet at
least 8 times during the year with the first meeting to be held within 2 weeks
following the Annual
Meeting in November.
Article VII-Standing Committees
Section 1.
The standing committees of this Club shall be:
(a) Membership Committee
(b) Mooring Committee
(c) House Committee
(d) Projects Committee
Section 2. The
Commodore shall immediately after his election appoint to the chairpersonship
of each standing committee a member at large. The member so appointed
will serve on the Executive Committee, and perform the duties of his
respective
committee with the assistance of any aides he may require.
Section 3.
Membership Committee. The chairperson of the Membership Committee shall:
(a) Investigate all applicants for membership
and determine their eligibility in accordance with Article III Section 2 of
these
By Laws.
(b) Present properly completed applications for
membership to the Executive Committee for action under Article VI, Section 2
paragraph
(d) of these By Laws.
(c) Notify by letter each applicant of his
election to membership in this Club.
(d) Provide the Secretary and the Treasurer
with the names and addresses of the newly elected members.
Section 4.
Mooring Committee. The chairperson of the Mooring Committee shall:
(a) Have general charge of all mooring,
berthing, and docking facilities of this Club.
(b) Keep an accurate record of all assignments
to members of mooring and berthing space, and notify the Treasurer of the
assignments
and any changes that may occur.
(c) Keep an up-to-date waiting list of all
applicants for mooring and berthing space, and assign vacant space to members
on
this list
in accordance with the rules and policies established by the Executive
Committee.
(d) Enforce the berthing and mooring
regulations as adopted by the Executive Committee.
Section 5. House
Committee. The chairperson of the House Committee shall:
(a) Have general charge of the clubhouse,
sunfish racks, dinghy chains, lockers, furnishings, and house equipment of
this
Club.
(b) Keep an accurate record of all assignments
of locker space, sunfish racks, and dinghy chain assignments, and notify the
Treasurer
of the assignments and of any changes that may occur in these assignments.
(c) Keep and up-to-date waiting list of
applications for locker space, sunfish racks, and dinghy chain space, and
assign vacant
space to
members on these lists in accordance with the rules and polices established by
the Executive Committee.
(d) Enforce the rules and regulations governing
the use of the clubhouse and its facilities, as adopted by the Executive
Committee,
and report to the Rear Commodore.
Section 6.
Projects Committee. The chairperson of the Projects Committee shall:
(a) Have general supervision over the
maintenance, repair, and improvement of the property and the equipment of this
Club.
(b) Advise the Commodore of the condition of
the Club property and equipment, and make recommendations concerning
its
maintenance or its need of repair or replacement.
(c) Obtain estimates and other necessary
information on projected repairs, replacements, and improvements to the
property
and
equipment of this Club.
(d) The Projects Chairperson shall report to
the Rear Commodore.
Section 7.
Special Committees. The Commodore may at his discretion appoint Special
Committees to perform certain duties which in his opinion require the aid and
attention of such a committee. The chairman of any Special Committee
shall be an ex-officio member of the Executive Committee.
Article VIII-Elective Committees
Section 1. There
shall be a Nominating Committee and an Auditing Committee, elected from the
membership at large by the members present and voting at the general meeting
held in May of each year.
Section 2. Each
committee shall consist of three members in good standing who do not currently
hold an elective office of this Club or membership on the Executive Committee.
Section 3. Each
member to be elected to the Nominating and Auditing Committees shall:
(a) Be nominated by a motion from the floor at
the general meeting.
(b) After the nomination has been seconded, the
election shall be confirmed by a standing majority of the membership present
and voting
at the meeting.
(c) Failure to receive a majority vote shall
prohibit his renomination for the same committee that year.
(d) The members elected to each committee shall
elect their own chairperson and notify the Executive Committee of their
choice.
Section 4. Auditing
Committee. The Auditing Committee shall:
(a) Examine all records of the Treasurer.
(b) Audit the Treasurer's books.
(c) Certify the Treasurer's Annual Report, or
report any discrepancy therein at the February general meeting.
(d) Advise the membership of any changes it may
recommend in the conduct of the Treasurer's office.
(e) The chairperson shall be responsible for
the audit and report his findings to the Executive Committee.
Section 5.
Nominating Committee. Pursuant to the provisions of Article IX of these
By Laws, the Nominating Committee shall canvass the membership and select a
slate of candidates for the elective offices of this Club. The
selections shall then be filed with the Secretary at or before the general
meeting held in September of each year.
Article IX-Nominations, Elections and Vacancies
Section 1.
At the general meeting to be held in September of each year the Nominating
Committee will announce and file with the Secretary its slate of candidates to
consist of one nominee for each elective office to be voted upon at the Annual
Meeting to be held in November. The Secretary shall thereupon mail a
list of such nominations to each member at his last known address not later
than October 1st preceding the Annual Meeting.
Section 2. This
article shall not exclude independent nominations of any other candidates, but
a candidate who has not been named by the Nominating Committee shall not be
eligible for election to any office unless his nomination has been endorsed by
at least ten active members in good standing who have delivered his nomination
to the Secretary on or before October 15th immediately preceding the Annual
Meeting. The Secretary shall thereupon mail a notice of such independent
nominations to the membership no later than October 25th.
Section 3. The
Election to any office to which an independent nomination has been made must
be by secret ballot.
Section 4.
Elective officers shall be elected at the Annual Meeting and shall hold office
until the close of the next Annual Meeting or until the election or
appointment of their successors.
Section 5. A
vacancy occurring in the office of Commodore shall be filled by the Vice
Commodore. The unexpired term of the Vice Commodore and of any other
vacancy in an elective office shall be filled by appointment by the Executive
Committee.
Section 6. No
member shall be elected to the same office for more than three successive
terms without one term intervening.
Article X-Meetings and Notices
Section 1.
The Annual Meeting shall be held each year in the month of November not later
than the 20th day of the month, at a place and time to be announced by the
Executive Committee not later than October 1st immediately preceding.
Section 2. There
shall be at least three general meetings each year: one to be held in
February, one in May, and one in September.
Section 3.
Special meetings may be called by the Commodore or the Executive Committee,
and must called by the Secretary upon written request of ten or more members
of this Club. The notice of a special meeting must state the objects
thereof, and no other matters shall be acted upon at any such meeting.
Section 4.
Notices of the Annual Meeting and the report of the Nominating Committee shall
be mailed to each member on or before October 1st preceding the Annual
Meeting. Notices of any independent nominations shall be mailed to each
member on or before October 25th preceding the Annual Meeting.
Section 5.
Notices of a general meeting or any special meeting shall be mailed to each
member not later than ten days prior to the date of such meeting.
Section 6. The
following order of business shall be observed at all meetings except special
meetings.
1. Reading of the minutes of the previous meeting.
2. Reports of officers.
3. Reports of committees.
4. Communications.
5. Unfinished business.
6. Elections.
7. New business.
At the February meeting appropriate action shall be
taken on the report of the Auditing Committee before the Treasurer's report
shall be approved and filed.
Section 7. All
questions of parliamentary practice shall be determined in accordance with
"Roberts Rules Of Order."
Article XI-Quorums
Section 1.
Twenty-one members shall constitute a quorum at any meeting of this Club.
Section 2. Five
members shall constitute a quorum at any meeting of the Executive Committee.
Article XII-Dues and Initiation Fees
Section 1.
The annual dues of active members shall be no more than $100 per year with
maximum increments of no more than $10 per year. These dues are payable
in accordance with Article XII, Section 2, of these By Laws.
Section 2. All
dues and rental fees are due and payable February 1st of the current
year. Any member whose dues and fees are not received prior to February
15th of that year shall have his membership terminated for non-payment, unless
excused for proper cause by the Executive Committee. Any member so
excused will retain all privileges, subject to payment in full of all dues and
fees. In addition a late fee may be charged.
Section 3. Any
member terminated for non-payment of dues and fees will automatically lose any
mooring, locker, sunfish, and dinghy chain spaces held. If subsequently
reinstated for membership by the Executive Committee, such member must reapply
to the waiting list for these facilities, and his position on the waiting list
will be determined by the date of the new application.
Section 4.
Applicants approved for membership will be required to pay an initiation fee
of $150 in addition to the annual dues.
Section 5. Dues
paid by any member elected to membership after October 1st in any year shall
apply as dues payable on or before February 1st of the ensuing year, subject
to proper adjustment should the annual dues be changed between these dates.
Section 6. All
persons approved for active membership in The Darien Boat Club Inc., must
purchase a Club $50 interest-free bond to be held for the duration of his or
her membership. Such bond will be refunded when the member resigns from
this Club and surrenders the bond to the Treasurer for refund.
Section 7. The
amount of the annual dues or the initiation fee may be changed only by an
amendment to these By Laws. Any such amendment must be acted upon at the
Annual Meeting or at a special meeting called for the specific purpose of
amending the By Laws and must be submitted to and approved by the Board of
Selectmen.
Article XIII-Resignations
Section 1.
All resignations shall be in writing and addressed to the Secretary. Non
payment of full dues and / or fees for one year will constitute resignation
and termination of membership.
Section 2. Any
resignation received after February 1st of any year shall not exempt a member
from payment of dues for that year. No resignation will be accepted
until all dues and fees are paid.
Section 3.
Termination of membership shall operate as a release from all right and title
to, or interest in or to the assets of this Club.
Section 4.
Applications for reinstatement shall be in writing, addressed to the Commodore
or the Secretary, and may be granted by the Executive Committee.
Section 5. The
initiation fee may be waived when a former member applies for reinstatement as
an active member provided his resignation was accepted by the Executive
Committee in accordance with Sections 1 and 2 of this article, and that dues
from the time of resignation to reinstatement are paid.
Section 6.
Application for reinstatement by a former member, who did not resign in good
standing, may be granted by the Executive Committee, in accordance with
Sections 4 and 5 of Article XIII of the By Laws.
Article XIV-Privileges of Members and Their Families
Section 1.
The election to membership in this Club of any applicant shall not in any way
place an obligation on this Club to provide the member with locker space,
mooring space, or other boating facilities rented to members until such time
as these facilities become available and the member has made proper
application for their use to the standing committee chairperson in charge of
that facility.
Section 2. Each
member of the immediate family of an active Club member permanently residing
in the member's household (except for children who are either married or 21
years of age or older) shall be entitled to the privileges of the Club and the
use of the facilities subject to the rules, regulations, and limitations
imposed by the Executive Committee. Only active, honorary, or senior
citizen member of a member family present at a meeting may
vote. Proxy representation by his or her family will not be allowed.
Section 3. Applications
for mooring, berthing, locker, sunfish, and dinghy chain space will be
assigned as vacancies become available in the same order as the applications
for such facilities are received. Whenever a waiting list for facilities
exists, a member family will be limited to one mooring or berthing space, one
locker, one sunfish space and one dinghy chain space.
Section 4. Rental
fees for moorings, lockers, sunfish racks, and dinghy chain space and other
boating facilities belonging to this Club will be established by the Executive
Committee.
Section 5. The
Darien Boat Club Inc., shall not be held liable for any damages resulting
from, personal injury to, or loss of, or damage to any property of any member,
his family or his guest, while using the facilities and property of this Club.
Article XV-Discipline
Section 1.
A member may be censured, suspended, placed on probation, expelled, or his
resignation may be requested by a vote of any six members of the Executive
Committee, if he is found guilty of an offense or misconduct which may be
deemed prejudicial to the best interest of this Club. A member whose
resignation has been requested by the Executive Committee, failing to comply
with such request within 15 days from the mailing thereof, will automatically
be expelled from this Club.
Section 2.
Disciplinary action of the Executive Committee may be appealed by a signed
petition from not less than ten active members in good standing. Upon
appeal the action must be referred to a special meeting of the
membership. A two-thirds vote of the members present and voting at the
special meeting will be required to set aside the action of the Executive
Committee.
Article XVI-Amendments
Section 1.
These By Laws may be amended, or new By Laws made only when approved by a vote
of two-thirds of the members present and voting at a regular or special
meeting called for that purpose, and only when submitted to and approved by
the Board of Selectmen, in accordance with the lease now in effect.
Section 2. The
proposed amendment or new By Law must be stated in full on the notice of the
meeting at which it is to be voted on.
Section 3. When a
proposed By Law or amendment is properly placed before any such meeting for
consideration, it may be altered or amended only by a vote of two-thirds of
the members present and voting at the meeting.
Article XVII-Club Property
Section 1.
All property and equipment of this Club both real and personal, acquired and
to acquired, shall belong to and the title rest in its corporate name and
capacity.
Section 2. Any
real estate belonging to this Club, the buildings and the equipment connected
therewith shall not be sold, leased, mortgaged, nor otherwise encumbered
unless approved by a vote of two-thirds of the members present and voting at a
regular or special meeting called for that purpose; nor shall real estate be
purchased except in the same manner.
Section 3. The
Club may issue bonds in the Corporate name of the Club upon being granted the
consent of the members by a vote of two-thirds of the members present and
voting at a regular or special meeting called for that purpose. In no
event shall the total amount of all bonds issued be greater than one and one
half times the average annual income of the Club over the preceding five
years.
Section 4. All
funds belonging to this Club in excess of those necessary for running expenses
shall be placed in a savings bank account and held there as a depletion and
reserve fund. The Executive Committee shall have access to this fund
only for the purpose of replacing depleted property and equipment, or for the
addition of capital improvement to Club facilities. Withdrawals from
this fund for any other use must be approved by a vote of two-thirds of the
members present and voting at any regular meeting of this Club, or a special
meeting called for that purpose.
Section 5. All
Club monies shall only be withdrawn upon the signatures of the Commodore, or
Vice Commodore, and the Treasurer jointly.
Section 6. Any
capital improvements in the amount of $5,000 or more must be approved by a
vote of two-thirds of the members present and voting at a regular or special
meeting called for that purpose. After such approval the proposal must
be submitted to the Board of Selectmen for approval in accordance with the
lease now in effect.
Section 7. Any
expenditure other than Capital Improvements, in excess of $15,000 must be
approved by a vote of two-thirds of the members present and voting at a
regular or special meeting called for that purpose.
Section 8. The
proposed Capital Expenditure of $5,000 or more or any other expenditure in
excess of $15,000 must be stated on the notice of any meeting called for the
consideration of these expenditures.
Article XVIII-Interpretation
Section 1.
The interpretation of these By Laws and all revisions or amendments to same
rests in the hands of the Executive Committee. Their decision shall be
final.
Section 2. These
By Laws upon their passage and acceptance by this Club shall become the sole
governing laws, rules, and regulations of this Club except as herein expressly
provided and any and all former constitutions, By Laws, and changes therein or
amendments thereto are hereby nullified.
These By Laws were approved by the members at a special meeting duly called for this purpose and held on April 26, 1994. They were then approved by the Board of Selectmen on September 12, 1994.
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