COBOURG YACHT CLUB
Box 561, Cobourg, Ontario K9A 4L3
CONSTITUTION AND BY-LAWS
Amended April 2006
Table of Contents
1. HEADQUARTERS ..........................................................................................................4
2. ORGANIZATION AND NAME .....................................................................................4
3. SEAL ...............................................................................................................................4
4. OBJECTS ........................................................................................................................4
5. INSIGNIAS, UNIFORM & COLOURS .........................................................................4
6. BOARD OF DIRECTORS ..............................................................................................4
7. NOMINATION OF DIRECTORS .................................................................................5
8. VACANCIES, BOARD OF DIRECTORS .....................................................................5
9. QUORUM & MEETING, BOARD OF DIRECTORS ....................................................5
10. ERRORS IN NOTICE - BOARD OF DIRECTORS ....................................................6
11. VOTING .......................................................................................................................6
12. POWERS ......................................................................................................................6
13. REMUNERATION OF DIRECTORS ..........................................................................7
14. OFFICERS ...................................................................................................................7
15. DUTIES OF OFFICERS ..............................................................................................7
16. MEETINGS OF THE BOARD OF DIRECTORS ........................................................9
17. COMMITTEES ............................................................................................................9
18. COMPLAINTS ............................................................................................................9
19. MEMBERS ..................................................................................................................10
20. ELECTION OF MEMBERS ........................................................................................12
21. RIGHTS, PRIVILEGES AND DUTIES OF MEMBERS .............................................12
22. RECIPROCAL RIGHTS ..............................................................................................12
23. FEES ............................................................................................................................12
24. PAYMENT OF FEES AND ACCOUNTS ..................................................................13
25. TERMINATION OF MEMBERSHIP ..........................................................................13
26. EXPULSION OR SUSPENSION OF MEMBERS .....................................................13
27. ANNUAL & SPECIAL MEETINGS OF MEMBERS .................................................14
28. ERROR OR OMISSION IN NOTICE ........................................................................15
29. QUORUM OF MEMBERS .........................................................................................15
30. ADJOURNMENTS .....................................................................................................15
31. VOTING OF MEMBERS ............................................................................................16
32. PROFITS AND FUNDS ..............................................................................................16
33. FISCAL YEAR END ...................................................................................................16
34. APPOINTMENT OF AUDITORS ..............................................................................16
35. AMENDMENT OF BY-LAWS ...................................................................................16
Amended:
May 1979, November 1987, November 1990, November 1991, April 1994, November 1994, April 1995, November 1997, December 1999, November 2000, November 2002, April 2006
A BY-LAW RELATING GENERALLY TO THE TRANSACTIONS OF
THE BUSINESS AND AFFAIRS OF THE COBOURG YACHT CLUB
(Granted Charter and Incorporated September 17, 1965)
Be it Enacted as a By-Law of THE COBOURG YACHT CLUB as follows:
(Wherever the words "He", "Him", or "His" appears, these shall be deemed to mean either "He", "Him" or "His", or "She", "Her" or "Hers").
DEFINITIONS
Boat - For the purpose of interpreting these By-Laws, a “boat” is defined as a pleasure craft greater than four (4) meters in length, with either sail or engine as its primary propulsion. This excludes inflatables, canoes, kayaks, rowboats, sailboards, and personal watercraft similar to, but not exclusively, the Jet Ski types.
CYC = The Cobourg Yacht Club = The Corporation = The Club
Directors = Executive = Executive Committee = Board of Directors – as defined in Clause 14 of these By-Laws.
Flag Officers – The Flag Officers, by naval tradition, consist of the following members of the Executive: Commodore, Vice Commodore and the Rear Commodore.
1. HEADQUARTERS
The Headquarters of the Club, where a Clubhouse shall be maintained for the use of members, shall be in the Town of Cobourg or at such other place as the Directors may from time to time determine.
2. ORGANIZATION AND NAME
The name of the organization shall be The Cobourg Yacht Club as incorporated in September 1965 -- herein and hereinafter this will be known as "The Club" or "The Cobourg Yacht Club” or “CYC.”
3. SEAL
The Seal, an impression of which is stamped in the margin hereof, shall be the corporate seal of the Corporation.
4. OBJECTS
The Objects for which the Club is formed shall be the promotion, encouragement and fostering of yachting, yacht racing, boating and boat racing, aquatic sports and marine safety and all legitimate activities in connection therewith, the provision of facilities for the furtherance thereof, the promotion of the best interests of the members of the Club and of friendly intercourse amongst them.
5. INSIGNIA, UNIFORM & COLOURS
The colours of the Club shall be royal blue and white; the insignia shall be royal blue letters "CYC" on a white background.
6. BOARD OF DIRECTORS
The affairs of the corporation will be controlled by a Board of fourteen (14) Directors (also known as the Executive Committee), comprised of the Officers as provided in Clause 14. Each Director must be a member in good standing, except that at the time of election a Flag Officer must be a Senior or Centreboard Senior member, and there may be a maximum of four Maintenance and/or Associate members elected to the Board. When deemed necessary to form a directorate the Board of Directors may be comprised of other than Senior members as Flag Officers. Directors will be elected either by way of assent or dissent or by ballot at the Annual General Meeting of the Club. The Board of Directors shall always consist of at least 50% of any previous year's Directorate.
7. NOMINATION OF DIRECTORS
The nomination of Directors shall be made by a Nominating Committee chaired by the immediate Past Commodore and composed of the three immediate Past Commodores. If these Past Commodores are not available, a Committee designated by the Board of Directors, by October 1 st of each year may replace them.
The Nominating Committee will present the names of their nominees to the Board of Directors, not less than 14 days before the date of the next Annual General Meeting.
The Board of Directors will accept any and all bona fide nominations up to twenty-four (24) hours before the time of the next Annual General Meeting.
A bona fide nomination is one wherein the Nominee is a member in good standing as per Clause 6, and who has given their written and signed consent.
8. VACANCIES, BOARD OF DIRECTORS
Vacancies on the Board of Directors, however caused, except in Clause 6, may so long as a quorum of Directors remain in office, be filled by the Directors from among the qualified members of the corporation, if they shall see fit to do so; otherwise, such vacancy may be filled at the next Annual General Meeting of the members at which the Directors for the ensuing year are elected, but if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy.
9. QUORUM & MEETING, BOARD OF DIRECTORS
A majority of the Directors shall form a quorum for the transaction of business. Except as otherwise required by law, the Board of Directors may hold its meeting at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the Directors are present, or if those absent have signified their consent to the meeting being called by the Commodore, or in their absence, the Vice-Commodore, or in their absence, the Secretary on the direction in writing of two other Directors.
Notice of such meetings will be delivered or telephoned to each Director not less than two days before the meeting is to take place, or shall be mailed to each Director not less than five days before the meeting is to take place. The statement of the Secretary, the Commodore, or Vice-Commodore that notice has been given pursuant to this By-Law shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings at an hour to be named.
Of such regular meetings, no notice need be sent. A Directors' Meeting may also be held without notice, immediately following the Annual General Meeting of the Corporation. The Directors may consider or transact any business either special or general at any meeting of the Board. The meetings shall be open to any Senior or Centreboard Senior member of the Club in good standing. The Executive may, however, provided two- thirds (2/3) of the Board are in favour, request a closed session.
10. ERRORS IN NOTICE - BOARD OF DIRECTORS
No error or omissions in such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
11. VOTING
Questions arising at any meeting of Directors shall be decided by a majority of votes. The Chairperson shall not have voting rights except in the case of a tie, at which time, the Chairperson will have a casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made the vote shall be taken in the usual way by assent or dissent. A declaration of the Chairperson that a resolution has been carried and an entry to the effect in the minutes shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the absence of the Commodore, the Vice-Commodore, or such other Director as the Board may from time to time appoint for the purpose, may perform the Commodore's duties.
12. POWERS
The Directors of the Corporation administer the affairs of the corporation in all things and may make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as here-in after provided, generally may exercise all such other powers and all such other acts and things as the Corporation is by its Charter or otherwise authorized to exercise and do.
Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time, to purchase, lease, or otherwise acquire, alienate, sell, exchange, option: land, buildings, other securities and/or other property, moveable or immovable, real or personal, and upon such terms and conditions as they may deem advisable, provided, however, they shall not make any conveyances or mortgages of the real property of the Club or enter into any contract or contracts involving any expenditure in excess of the estimated difference between the normal gross income of the Club without recourse to assessments and the operating expenses for the fiscal year, without reference to the Club membership.
The Board of Directors may invest any surplus funds in the securities in which trustees are empowered by law to invest funds at interest.
The management of the Club is vested entirely in the Board of Directors and no member or group of members will have authority to act on behalf of the Club unless so authorized by the Board. The Board may prescribe such rules and regulations governing the affairs of the Corporation as in their judgment, and in accordance with the charter and By-Laws, may from time to time be deemed necessary. They have power to request the members of the Corporation to form committees and to delegate to them such powers and duties, as they may deem advisable. The Board of Directors retains the right to appoint one of their members to be a member of such committee or to appoint members of the Corporation to any such committee.
13. REMUNERATION OF DIRECTORS
The Directors will receive no remuneration for action in their capacity as Directors. The Commodore shall receive upon written request to the Directors a sum of no more than $200.00 per annum to cover undocumented out-of-pocket expenses.
14. OFFICERS
There shall be a Past Commodore, a Commodore, a Vice-Commodore, a Rear Commodore, a Secretary, a Treasurer, two (2) Executive Officers, a Social Chairperson, one (1) Director at Large, a Fleet Captain Sail (Keel), a Fleet Captain Sail (Centreboard), a Fleet Captain Power and a Fleet Captain Cruise.No person may be Commodore who has not been a Director of the Corporation for at least one year and provided that any member of the former Executive shall be considered eligible.
15. DUTIES OF OFFICERS
a) The Commodore , or in their absence, the Vice-Commodore, and in their absence, the Rear Commodore, shall preside at all meetings of the Club and of the Board of Directors, and perform such other duties as are necessarily incident to the office of Commodore, including overall operation of the Club and its activities. If the Commodore, the Vice-Commodore, and the Rear Commodore are all absent, a Chairperson shall be chosen from among the members present.
Questions arising at meetings of the Club or of the Board of Directors will be decided by a majority of votes, and in the case of an equality of votes, the Commodore only shall have the deciding vote. The Commodore is an ex-officio member of all standing committees.
b) The Past Commodore is in charge of the Nominating Committee, Club regalia, and will act as counsel to the Commodore.
c) The Vice-Commodore is Chairperson of the wharfs, docks, compound, Grounds Committee, House Committee, and will also be in charge of the kitchen and bar, and is responsible for the direct supervision of its staff.
d) The Rear Commodore is in charge of the overall water activities of the Club and is responsible for the arranging of dates and general programming of the racing schedule and other water events within the Club and with other clubs. The Rear Commodore will be Safety Officer for all fleets, responsible for promoting safe practices in all Club activities. The five (5, see clauses “i through k”) fleet c aptains shall report to the Rear Commodore.
e) The Secretary will keep and have charge of the Minute Book of the Club, post and give notices as directed by the Executive Committee, conduct the correspondence of the Club and keep full records and accurate minutes of the proceedings of the Club and of the Executive Committee. The Secretary is also empowered to appoint a Club Reporter who will conduct publicity for the Club under the supervision of the Secretary. The Secretary's responsibilities include “Membership Services” and as such the Secretary may appoint a Membership Chairperson to be responsible for applications, membership data and records, membership processing, provide application forms and present new applications for membership to the Executive Committee as per Clause #20. The Secretary will appoint a newsletter editor who will prepare a monthly newsletter for distribution to the membership.
f) The Treasurer is the custodian of the funds of the Club, which shall be deposited to its credit in a Board approved, and CDIC recognized financial institution. All withdrawals there from shall be by cheque signed by two of the following members: the Commodore, the Vice-Commodore, the Rear Commodore or the Treasurer. The Treasurer will collect the fees of the members, keep a correct account of all monies belonging to the Club and report monthly to the Executive committee. The Treasurer will work with the Secretary to maintain an up-to-date record of members and advise the Executive Committee of membership status and changes.
g) The Executive Officers (2): One will serve on the House Committee and will be responsible for the maintenance and upkeep of the Clubhouse property, inside and out, and for the direct supervision of such staff, with the exception of the office, kitchen and bar staff, as may be employed in the Clubhouse from time to time. The other Executive Officer's duties will be defined annually by the Executive Committee.
h) The Social Chairperson serves on the House Committee and is responsible for all social activities of the Club.
i) The Fleet Captains Sail (one each for Keel and Centreboard) are responsible to the Rear Commodore and are in charge of all racing and have custody of the racing records, trophies, and equipment. The Fleet Captain Centreboard is also responsible for the operation and maintenance of the dinghy compound and buildings.
j) The Fleet Captain Power is responsible to the Rear Commodore, is in charge of all power craft events, and has custody of all records and trophies pertaining to these events. The Fleet Captain Power is also responsible for the maintenance and upkeep of all Club owned power craft.
k) The Fleet Captain Junior Sailing is responsible to the Rear Commodore for the Junior Sailing program. A junior member may fill this position. This is not an Executive position.
l) The Fleet Captain Cruise reports to the Rear Commodore and will represent those Club members whose primary interest is cruising. Included is the responsibility of providing a program of activities that will allow those interested members to participate in Club sponsored and organized cruising events. A Cruise Committee, established by the Fleet Captain Cruise, will plan, organize and execute these events safely.
m) The Director At Large is responsible for managing lift-in and lift-out.
16. MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors shall meet for the transaction of business at least once each month, or at the Commodore's discretion, and in addition, such other meetings as may be called by the Commodore, or in his absence, the Vice-Commodore or Rear Commodore as in Clause #9.
17. COMMITTEES
The Directors shall appoint as many members as may be deemed advisable for the following standing committees:
House Committee - under the Chairpersonship and advice of the Vice-Commodore
Social Committee - under the Chairpersonship and advice of the Social Chairperson,
and such other Committees as may be deemed advisable.
a) Each committee will meet promptly after their appointment in order to submit their program, budget and committee rules for the coming season to the Board of Directors not later than its December meeting. The budget proposed by the said Committees and accepted by the Board of Directors shall not be exceeded without the specific approval of the Board.
b) The Chairperson of each Committee will lay before the Board of Directors committee records of receipts and disbursements and such other information respecting the matters in their charge as will enable the Board of Directors to decline questions of policy and expenditure as and when required by the Board of Directors.
c) No Committee has the power to incur any expenditure on behalf of the Club until such expenditure has been ratified by the Board of Directors.
18. COMPLAINTS
Any complaint by a member of the Corporation may be directed to any member of the Board of Directors. The complaint must be in writing, signed by the party making the complaint, and a copy of such complaint must also be directed to the Secretary of the Board of Directors.
19. MEMBERS
Membership shall consist of the applicants for incorporation and such other individuals and legal entities that are admitted to membership.
Membership of the Club shall consist of the following classes:
Life Members
Honorary Members
Senior Members
Centreboard Senior Members
Maintenance Members
Intermediate Members
Junior Members
Associate Members
Life Member - is a member, elected for life by the unanimous vote of the Board of Directors. The election of candidates for Life Membership will be in recognition of conspicuous service rendered to the Club, as defined by a set of criteria established by the Board of Directors.
Life membership includes the current spouse (common-law equivalent relationship of one (1) year or more) and provides the continued rights and privileges of a Senior membership without payment of annual membership fees or participation in Club work programs. The membership shall continue to be responsible for payment of all other Club dues or charges including racing fees, compound storage costs, dining and bar tabs, etc.
Honorary Member - is a member who, for special service to the Club or distinction in community affairs, has been elected as such by the unanimous vote of the Board of Directors present at a regular meeting or a meeting specially called for this purpose or at an Annual Meeting of the Club. An Honorary member shall enjoy all the privileges of the Club, except voting or maintaining a boat on Club premises, without payment of fees. The duration of such membership is for one year. The Board of Directors may terminate an Honorary membership at any time.
Senior Member - is a member eighteen (18) years of age and over who has unqualified membership privileges subject to the restrictions imposed by the regulations of this Club. A Senior member is eligible to maintain boats and other watercraft on Club property subject to fees and/or regulations passed by the Directors and subject to Clause 11.
Any Club member who is over the age of eighteen (18) who a) owns a boat or b) owns the majority interest in a boat (51%) or c) owns a joint/equal share of a boat normally maintained within a sixteen (16) kilometre radius of the club must be a senior member, provided that there is a minimum of one senior membership per boat.
Senior membership includes the current spouse (common-law equivalent relationship of one (1) year or more) and all children up to the age of eighteen (18) or who are full time students beyond that, to the age of twenty-five (25.)
Centreboard Senior Member - is a member eighteen (18) years of age and over who is entitled to participate in all membership responsibilities and has full voting privileges. A Centreboard Senior Member is eligible to maintain a dry-sailed boat on club property subject to payment of fees and in compliance with regulations passed by the Directors.
Any Club member who is over the age of eighteen (18) who: a) owns a dry-sailed boat, or b) owns the majority interest in a dry-sailed boat, or c) owns a joint/equal share of a dry-sailed boat normally maintained within a sixteen (16) kilometre radius of the club, must be a Centreboard Senior Member, provided that there is a minimum of one Centreboard Senior Membership per boat. Persons having a minority or equal interest in a boat with a Centreboard Senior Member must be an Associate Member. Centreboard Senior Membership includes current spouse (including a common-law relationship of one year or more) and all children up to the age of eighteen (18) or who are full time students beyond that age, to the age of twenty-five (25).
Associate Member - is a member who shall be entitled to participate in all the membership privileges with the exception of voting at any club meetings or maintaining a boat within a sixteen (16) kilometre radius of the club unless he/she is an equal or minority share owner in a boat, the major or other equal owner of which boat is a senior member. Persons having a minority or equal interest in a boat with a senior member must be an Associate Member.
Intermediate Member - any person between the age of eighteen (18) and twenty-five (25) inclusive, who is a full-time student, may be an intermediate member and shall be entitled to Club privileges with the exception of voting rights.
Junior Member - any person between the age of twelve (12) and eighteen (18), who is interested in the objectives of the Club, may make application for Junior Membership. Each application submitted must be endorsed by the applicant's parents or legal guardian who must also agree to accept financial responsibility. Juniors, whose parents are Senior Members, are excluded from fees.
Maintenance Membership - any person who has been a Senior or Senior Centreboard Member is eligible to apply for a Maintenance membership under the conditions described below:
i) A Senior or Senior Centreboard Member who has maintained his dues current up to and including the year prior to applying for a Maintenance Membership.
ii) A Senior or Senior Centreboard Member who no longer owns a boat* as defined in these By-Laws, but may own one again in the future, may sustain his original initiation fee by keeping a Maintenance Membership paid up.
iii) A current Senior or Centreboard Senior Member who does not normally operate a boat within a sixteen (16) kilometer radius of the Club but may return to operate a boat within the sixteen (16) kilometer radius, provided that such person does not moor a boat within sixteen (16) kilometers of the Club for more than five days in any operating year.
20. ELECTION OF MEMBERS
Every candidate for membership, where possible, shall be proposed and seconded by Senior, Centreboard Senior, Maintenance or Associate members in good standing to whom the candidate shall be personally known.
All applicants for membership will use the form or forms provided by the Board of Directors. The properly and fully completed forms are to be forwarded to the Cobourg Yacht Club c/o Membership Chairman, P.O. Box 561, Cobourg, Ontario K9A 4L3, together with the prescribed one year membership fee.
The application will be investigated by the Membership Chairman and presented to the Board of Directors for a vote. The Board of Directors at their discretion may, by a 3/4-majority, vote to elect the applicant to membership in the Club. In the event of non-acceptance, all fees received by the Club shall be returned to the applicant.
Every person elected to membership will be notified by the Club Secretary by mail and advised that their application for membership in this Club has been accepted. At that time the new member will receive a membership card and a means of access to the Club's facilities.
21. RIGHTS, PRIVILEGES AND DUTIES OF MEMBERS
Any person who becomes a member of the Club, or who is a guest of such member, may use the Clubhouse and grounds. The rights of any member to the privileges of the Club shall co-exist only with the period of their membership and shall terminate therewith.
Each member, upon joining the Club will, by accepting the rights and privileges of the Club, agree with each other to accept and be bound by the By-Laws and the Rules and Regulations of the Club. Guests of members are expected to abide by the By-Laws and the Rules and Regulations of the Club. Members shall be personally accountable for the conduct of their guests.
22. RECIPROCAL RIGHTS
On an annual basis the Board of Directors shall determine a list of other Yacht Clubs to whom the Club will extend reciprocal rights with regard to the use and privileges of The Cobourg Yacht Club. The clubs chosen shall receive written notification from the Secretary each year. The Board of Directors shall endeavor to maintain some form of mooring for a limited number of yachts on a reciprocal basis. The use of these slips and/or moorings is subject to negotiation with the Town of Cobourg.
23. FEES
The initiation fees payable by all classes of membership shall be those fees that are fixed from year to year by a two-thirds (2/3) vote of the Board of Directors. The annual fees to be applicable for the ensuing year will be determined by the Board of Directors not later than the 31st day of December and that, if any increase in the annual fees is authorized, all members in good standing will be notified on or before the 15th day of January in the year to which the increase is applicable.
24. PAYMENT OF FEES AND ACCOUNTS
a. The term of membership shall be from the 1st day of February to the 31st day of January in each year and dues become liable as of February 2nd in each year.
b. The annual Membership fees for the Commodore shall be waived for the year of his/her service as Commodore. This would be in lieu of any other honorarium.
c. All accounts and fees are due and payable by the end of the month in which the bill is submitted and any member who falls sixty (60) days in arrears from the date of billing is subject to curtailment of Club privileges and/or expulsion from the Club. A new member's dues, except Associate Memberships, shall be pro-rated based on the number of months remaining in the calendar year following the end of the month in which application for membership is made.
d. If a member forfeits his membership for failure to pay any indebtedness to the Club, such member continues to be liable for all debts incurred and unpaid.
25. TERMINATION OF MEMBERSHIP
A member who desires to resign shall deliver to the Secretary notice in writing of such resignation. Upon receipt of such notice, the resignation becomes effective and the member will thereupon cease to have and enjoy any of the rights and privileges of the Club.
A person who has resigned continues to be liable for all debts incurred and unpaid, including any unpaid balance of annual membership fees or assessments.
26. EXPULSION OR SUSPENSION OF MEMBERS
The Board of Directors has the power, by a vote of two-thirds (2/3) of those present at a meeting called for such purpose, to expel or suspend from membership a member whose conduct, whether on the Club premises or elsewhere, has in the opinion of the Board of Directors, been improper or injurious to the interest or good order of the Club, or who willfully violates or neglects the observance of any rule or regulation provided by any By-Law or by any order of the Board of Directors.
No member will, however, be expelled, suspended or tried for any such offence without first being notified of the charges against such member and given an opportunity to be heard by the Board of Directors at a meeting called for the purpose. Such notification will be deemed sufficient if it is mailed to the member's place of address as shown on the records of the Club by registered mail at least seven (7) days prior to such meeting.
When a member is expelled from membership, the fees for the class of membership to which the member has been admitted will be pro-rated over the year and the unexpired portion of the year's fees will be returned to such member, less any debt owing by such member to the Club. The expelled member is not be entitled to the return of any initiation fee paid to the Club.
A person who is expelled from membership will cease to have and enjoy any of the rights and privileges of the Club from the date upon which the Secretary mails the notice of suspension until the date of reinstatement expressed in such notice.
27. ANNUAL & SPECIAL MEETINGS OF MEMBERS
The annual or any special or general meeting of the members of the Club shall be held at the headquarters of the Corporation or elsewhere in the Town of Cobourg as the Board of Directors may determine and on such day as the said Board of Directors shall appoint, provided however, that the Annual General Meeting will be held not later than the last day of November in each year. In addition, a Spring General Meeting of the members will be called not later than May 1st in each year.
At every Annual General Meeting, in addition to any other business that may be transacted, the agenda will include the following elements:
a) A call to order
b) Approval of the minutes of the preceding General or Special Meeting
c) The Commodore's Report
d) The Directors & Committee Reports
e) The Treasurer's Report
f) The adoption of the Financial Statement
g) The election of Directors
The following elements may be included in the agenda:
h) The adoption of the Auditor's report
i) The appointment of an Auditor
At the Spring General Meeting, in addition to any other business that may be transacted, the agenda will include the following elements:
a) A call to order
b) Approval of the minutes of the preceding General or Special Meeting
c) The Commodore's Report
d) The Directors & Committee Reports
e) The Treasurer's Report
The agenda for each Special Meeting of the Club will be determined for said meeting to deal specifically with the required order of business.
The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. The Board of Directors or the Commodore and representatives from twelve (12) voting memberships, who have signified their wish in writing to the Secretary, shall have the power to call at any time a special General Meeting of the members of the Corporation. No public notice or advertisement of member's meetings, Annual or General is required, but notice of the time and place of every meeting shall be given to each member by sending the notice by prepaid post, ten (10) days before the time fixed for the holding of such meetings, provided that any such meetings of members may be held at any time and place without such notice if all members of the Corporation are present thereat or represented by proxy duly appointed and at such meeting any business may be transacted which the Corporation at a General Meeting may transact.
28. ERROR OR OMISSION IN NOTICE
No error or omission in giving notice of a General Meeting or any adjourned meeting of the members of the Corporation will invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and/or confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be the last address recorded in the books of the Corporation.
29. QUORUM OF MEMBERS
A quorum for the transaction of business at any meeting of members shall consist of not less than thirty percent (30%) of the eligible voting memberships, present in person or represented by proxy, provided however, that in no case can any meeting be held unless there are twenty percent (20%) of the voting memberships present in person.
30. ADJOURNMENTS
Any meetings of the Corporation or of the Board of Directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meetings as might have been transacted at the original meeting from which any such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
31. VOTING OF MEMBERS
Subject to the provisions, if any, contained in the Letters Patent of the Corporation, each Senior, Centreboard Senior, Life and Maintenance Membership of the Corporation shall, at all general meetings of members, be entitled to two votes and these votes may be made by proxy. Such proxy shall be a Senior, Centreboard Senior, Life or Maintenance member but before voting must produce and deposit with the Secretary sufficient appointment in writing from the constituent or constituents. No member is entitled either in person or by proxy, to vote at meetings of the corporation unless all dues or other charges and fees, if any, have been duly paid for that Membership.
It is understood that any adult in a Senior, Centreboard Senior, Life or Maintenance Membership, eighteen years (18) or over, or the current spouse (including a common-law relationship of one year or more) may represent that Membership and exercise the right to cast their Membership's two votes, on behalf of that Membership.
32. PROFITS AND FUNDS
The Club is operated solely for pleasure, recreation or other non-profitable purposes and therefore the income, if any, of the Cobourg Yacht Club shall be used only for promoting the objects of the Club as aforesaid, and no income, profits or funds accruing to the Club shall be disbursed to the members or shall otherwise inure to the benefit of any member of the Club.
33. FISCAL YEAR END
The fiscal year of the Club shall end on the 31 st day of October each year.
34. APPOINTMENT OF AUDITORS
There shall be appointed by resolution of the members at the Annual General Meeting, a qualified auditor (or auditors) who shall examine and audit the books and accounts of the Club's fiscal year, and shall prepare a statement certified to show accurately the financial position of the Club. The auditor shall hold office until the next Annual Meeting. If, for any reason, the auditor is unable to continue, the Board of Directors shall forthwith appoint a successor who shall act until the next Annual General Meeting or a special meeting called for the purpose of appointing a successor.
35. AMENDMENTS OF BY-LAWS
Amendments of these articles may be made at a General Meeting by the affirmation vote of at least two-thirds (2/3) of the voting memberships present or represented by proxy provided the proposed amendment is embodied in the notice calling the meeting at which the amendment is to be considered.
The Executive has the power to call special meetings from time to time for the purpose of amending these articles in case it be deemed advisable to amend the same during the course of the year by giving fourteen (14) days notice in writing by mail to the voting members.
The notice of any meeting at which any amendments to these articles are to be considered shall state the nature of such amendment.