Return to New Member Applications
BYLAWS
APOSTLE ISLANDS YACHT CLUB
TABLE OF CONTENTS
|
Article |
|
PAGE |
|
I |
Purpose of
Apostle Islands Yacht Club (AIYC) |
2 |
|
II |
Offices, Seal and Fiscal Year |
2 |
|
III |
Membership |
3 |
|
IV |
Membership Fees and Dues |
4 |
|
V |
Stock Certificates |
5 |
|
VI |
Termination or Suspension of Membership |
6 |
|
VII |
Administration |
7 |
|
VIII |
Meetings |
9 |
|
IX |
Notices |
10 |
|
X |
Amendments |
10 |
Appendices
|
I |
Mooring Privileges and Conditions |
11 |
|
II |
Member and Guest Behavior |
14 |
|
Index |
|
15 |
BYLAWS
APOSTLE ISLANDS YACHT CLUB
ARTICLE I
PURPOSE OF APOSTLE ISLANDS YACHT
CLUB (AIYC)
The purpose of this club shall be to encourage the sport of sailing, and to provide and maintain a suitable clubhouse and moorings for the recreation and use of its members. The Apostle Islands Yacht Club, Inc. (herein referred to as the “Club”) is located in Bayfield, Wisconsin.
ARTICLE II
OFFICES, SEAL AND FISCAL YEAR
2.1 The Apostle Islands Yacht Club is a nonprofit corporation.
2.2 In addition to the registered office in Minneapolis, Minnesota,
the corporation may also have offices at such other places as the Board of
Directors may appoint from time to time or the business of the corporation may
require.
2.3 The corporation shall have no corporate
seal.
2.4
The
fiscal year of the Apostle Islands Yacht Club shall be October 1 through
September 30.
ARTICLE III
MEMBERSHIP
3.1 Membership in the AIYC shall consist of three classes
A. Corporate
B. Associate
C. Honorary
3.1.1 Corporate membership (legal spouse included)
entitles individuals to all privileges, rights and responsibilities of the club
including: access to and use of all Club buildings, grounds and facilities;
notice of and admission to social activities; right to hold office and vote on
all club matters; participation in yacht races sponsored by the club; and to
receive mooring and winter storage assignments when applicable. To remain in good standing, Corporate
members are required to keep all fees and dues current and conform to all
membership conditions as described in these bylaws and appendices.
3.1.2 Associate membership is issued to individuals
only. These members are entitled to use of the Bathhouse and Clubhouse, grounds
and facilities; notice of and admission to social activities; and participation
in yacht races sponsored by the club.
An Associate membership is a non-voting membership, does not own stock,
and is ineligible for elective office.
3.1.3 Honorary membership shall be conferred by
unanimous vote of the Board of Directors to any individual deserving such
special consideration. Honorary members
shall not be subject to dues.
3.2 Any person desiring membership in the Club must submit a
completed Membership Application Form to the Treasurer and signify
acknowledgement and agreement to all applicable Bylaws and membership
conditions (application form and documents provided by the Treasurer). Such application shall be signed by the
applicant and endorsed by two or more members in good standing, one of whom
must be a corporate member.
3.2.1 The Treasurer shall notify the Executive Committee of any
application for membership. An
applicant for corporate membership shall be interviewed by one or more members
of the Board of Directors for club membership suitability. If an applicant subsequently receives
majority approval of the Executive Committee, he/she shall be approved for
membership. An applicant not receiving approval of the Executive Committee
shall be so notified by the Secretary.
3.2.2 The Executive Committee, at its discretion, may elect an applicant for new membership to Associate class regardless of the class applied for in the application.
3.2.3 The Secretary shall send notice to each applicant upon his or
her election. An elected member shall
receive a current log, membership card and, when applicable, one stock
certificate.
3.3 All members are responsible for knowing and conforming to
these bylaws.
ARTICLE IV
MEMBERSHIP FEES and DUES
4.1 Each year the Board of Directors shall determine the fee
schedule for the subsequent year. The
amount of these fees and dues, including payment due dates, shall be provided
to the membership at the annual meeting.
4.2 The following fees and dues are required with application for
new corporate membership:
A. Annual Membership dues for the
current fiscal year (Oct. 1 - Sept. 30)
B. Purchase of one share of Corporation
stock, par value: $100.00
C. An initiation fee, non-refundable
D.
Mooring fees (when desiring a
position on the waiting list)
4.3 Corporate members renewing their membership in
subsequent years shall pay the following fees and dues annually by their due
dates:
A. Annual
membership dues
B. Mooring
fees (when applicable, to retain annual mooring or waiting list privileges)
C. Special
Assessments (when applicable)
4.4 Associate members are required to pay membership dues
annually.
4.5 All fees, dues and assessments of the Corporation not paid by
the dates specified by the board of directors shall be considered to be in
arrears and shall be grounds for suspension or termination of membership
privileges.
ARTICLE V
STOCK CERTIFICATES
5.1 The Secretary shall insure the certificates of stock are
sequentially numbered, registered and dated as they are issued. Every stock certificate shall state the name
of this corporation and indicate corporate organization under the laws of
Minnesota. Each corporate member shall
be issued a certificate indicating the holders’ name, certificate number, date
of issuance, and the signature of the Commodore and Secretary.
5.2 AIYC stock shares are not transferable other than to the corporation
or legal spouses. Transfers of shares
shall be made by the Secretary on the Corporate record upon surrender of the
certificate properly endorsed or accompanied by evidence of succession or
authority to transfer.
5.3 The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in face thereof and
accordingly shall not be bound to recognize any equitable or other claims to or
interest in such share on the part of any other person whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
Minnesota.
5.4 A new certificate or certificates may be issued in place of
any certificate or certificates issued by the corporation alleged to have been
destroyed or lost upon making of an affidavit of that fact by the person
claiming the certificate or certificates as a condition precedent to the
issuance thereof, the owner of such lost or destroyed certificate or
certificates, or his/her legal representative may be required to advertise the
same in such manner as required and/or give the corporation a bond in such a
sum as it may direct as indemnity against any claim that may be made against
the corporate records.
5.5 Stock that is forfeited pursuant to Articles 4.5 or 6.2
shall be returned to the corporation; However, if it is not returned, the
records of the corporation shall reflect the date of the action and ownership
shall be cancelled in the corporate records (with the corporation’s books
properly credited).
ARTICLE VI
TERMINATION OR SUSPENSION OF MEMBERSHIP
6.1 Membership of any class may be terminated by death, expulsion or resignation.
6.2 Any member who willfully violates club rules, or who’s
conduct is judged by the Board of Directors to be unworthy of membership
privileges, may be expelled. The Board of Directors shall determine
misconduct. The Board of Directors may,
by unanimous vote, suspend or revoke membership. This action may not be appealed.
Suspension or expulsion does not relieve a member of indebtedness to the
club.
6.3 Failure to pay annual membership dues, fees or
assessments by their due date shall result in suspension of all membership,
mooring (including waiting list) and winter storage privileges. (Suspended
member is still entitled to prepaid spring launch privileges.)
6.3.1 Delinquent Corporate members under suspension (6.3) may
reinstate membership only by paying all items in arrears; However,
previous mooring privileges held prior to suspension remain forfeited, thus
placing the member last on the mooring waiting list once fees are paid.
6.3.2 The following procedure shall be used to notify a suspended
corporate member:
A registered letter shall be sent
to each delinquent member within one month of delinquency containing the
following information.
1. All
membership privileges are suspended.
2. The
amount of money in arrears shall be stated.
3. This
amount shall be payable within 10 days of receipt of registered letter
4. Failing #3 (above) within 10 days, the
member may tender their corporate stock certificate to the Secretary for 100%
redemption.
5. Failing both #3 and #4 (above). Membership is terminated and the entire
stock value is forfeited, and notice of this action will be sent to the former
member.
6.4 Termination of membership shall release all rights or
interests in the assets and privileges of the Club (except those specified by
law). A terminated member must
relinquish their membership card and other identifying Club emblems upon
request of the Secretary.
6.5 Former members who have resigned or forfeited stock must
re-apply for membership under the same conditions that apply to a new
member. Associate members may reinstate
their membership at any time, but will not be entitled to any membership
privileges while in arrears.
ARTICLE VII
ADMINISTRATION
7.1 A board of eight directors, elected by the membership, shall
manage the business of the club. This
board will include an Executive Committee of officers consisting of Commodore,
Vice-Commodore, Secretary and Treasurer.
Additional positions on the board shall consist of the preceding
Commodore and three Chairpersons including Harbormaster, Buildings and Grounds,
and Social.
7.1.1 A ballot will be prepared by a nominating committee appointed by
the Board of Directors, and mailed to the membership no later than 30 days
prior to the annual membership meeting.
Nominations submitted by the membership at large must be received in
writing by the commodore no later than September 15, and must be included on the
official ballot mailed to the membership.
A mail-in response by official ballot of 1/3 of the corporate membership
will constitute a valid election of the board.
7.1.2 Members of the board of Directors shall serve for two
years or until their respective successor is elected and qualified. Board members may serve consecutive terms
upon reelection by the membership.
7.2 The Executive Committee shall act on behalf of the Board of
Directors between regular meetings, and in lieu of special meetings of the
Board, in the management of the business of the corporation. The Executive Committee may not elect new
officers or amend the by- laws, but they shall otherwise possess full powers of
the Board of Directors, including powers designated for the Board in these
Bylaws and consistent with governing statues, unless specifically denied by the
Board of Directors or these Bylaws. The
Executive Committee may act without formal meetings, call, notices or waivers
thereof, provided unanimous agreement of all Committee members is received by
secretary in advance of such actions.
7.3 The Commodore is the chief executive officer of the
corporation. The Commodore shall
preside at all meetings of the members and directors. The Commodore shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of
the Board are carried into effect. The Commodore shall execute bonds, mortgages
and other contracts in the name of the corporation and shall have the general
powers and duties of supervision and management usually vested in the office of
the president of corporation.
7.4 The Vice-Commodore shall be a Director and shall, in
the absence or disability of the Commodore, perform the duties and exercise the
powers of the Commodore.
7.5 The Secretary shall attend all sessions of the Board
of Directors and all meetings of the members and record the proceedings
thereof. The Secretary shall give, or
cause to be given, notice of all meetings of the members and special meetings
of the Board of Directors and shall perform such duties as may be prescribed by
the Board of Directors or Commodore.
7.5.1 The Secretary shall retain and maintain the corporate stock
certificate log.
7.5.2 The Secretary shall preserve, and make appropriate additions to,
the historical records of the club.
These records should include (at a minimum) prior editions of bylaws,
standing resolutions, club logs and meeting minutes.
7.6 The Treasurer shall be responsible for custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation. The
Treasurer shall be responsible for the deposit of all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories
as may be designated by the Board of Directors.
7.6.1 The Treasurer shall be responsible for disbursing the funds of
the corporation as may be ordered by the board and shall render to the
Commodore and Directors, at the regular meetings of the Board or whenever they
may require it, an account of all transactions and the financial condition of
the corporation.
7.6.2 The Treasurer shall be responsible for preparation of the
year-end Financial Report and its distribution with the official notice of the
annual membership meeting. This report
will follow standard accounting practices.
7.6.3 The Commodore may appoint two non-executive corporate members to
conduct an audit of club finances.
Results of this audit will be available for review with the presentation
of the year-end Financial Report at the annual membership meeting.
7.7 The Chairpersons of the corporation shall have such
power and duties as may be delegated to them in the Bylaws or by the Board of
Directors. All action taken by any chairperson shall be subject to approval by
the Board of Directors. Spending limits
for chairpersons shall be defined by the Standing Resolutions of the
board. Chairpersons shall review and
approve the bills payable under their jurisdiction before submitting them to
the Treasurer for payment.
7.7.1 The Social Chairperson shall plan and execute regular and
special social functions of the club including the purchase of food and
beverage, the rental of rooms and facilities, the preparation of invitations
and billings for members.
7.7.2 The Buildings and Grounds Chairperson shall have full
authority and responsibility in the management and maintenance of the Bayfield
land and buildings. The chairperson shall report the condition of the club
facilities to the Executive Committee.
7.7.3 The Harbormaster Chairperson shall have full authority
and responsibility in the management of club dockage including slip and waiting
list assignments, winter storage arrangements, dock maintenance, and temporary
slip assignments. The chairperson shall
report the condition of these facilities to the Executive Committee.
7.7.4 The Commodore, or members of the Executive Committee, may
appoint additional committees on an ad hoc basis as may be required.
7.8 Standing Resolutions - Having the same organizational
force as the bylaws, these resolutions further define club operation. The first order of business for an incoming
administration is to ratify or change the contents of the Standing
Resolutions.
7.9 Vacancies in the Board of Directors shall be filled by
appointment of a qualified member. A
majority vote of the executive committee is required for this
appointment.
7.9.1 The Board of Directors may remove any officer or chairperson at
any time with or without cause. Such
removal shall be without prejudice to the contract rights of the person so
removed.
7.9.2 Removal of any officer (Director) requires the written
approval of three-quarters of all the directors presently serving.
ARTICLE VIII
MEETINGS
8.1 Quorums shall be observed at all official meetings of the
club.
8.1.1 At any regular or special meeting of corporate members, a quorum
shall consist of one-third of the members represented in person or by proxy. (A
Corporate Member is that person named on the corporate stock certificate.)
8.1.2 At any meeting of the Board of Directors, a quorum shall consist
of five members of the Board of Directors.
8.1.3 At any meeting of the Executive Committee, a quorum shall
consist of three members of the Executive Committee.
8.2 Meetings of the membership may be held any place within
or without the state of Minnesota designated by the Board of Directors or
designated by written consent of all the corporate members entitled to vote
thereat.
8.2.1 At each meeting, each corporate membership of record on the day
of the meeting shall be entitled to one vote not withstanding the number of
shares of the corporation listed in the members name in the corporate
books. (Note limits to voting rights
for Associate members in section 3.1.2.)
8.2.2 An eligible voter may appoint a proxy, in writing, to be filed
with the Secretary at or before the meeting.
Proxy authority ceases with meeting adjournment and a new proxy must be
filed for a subsequent meeting.
8.3 The annual membership meeting shall be held in October or
November, when corporate business as may properly be brought before the
membership shall be transacted.
8.3.1 Written notice of the annual membership meeting shall be
mailed, postage prepaid, to each member entitled to vote at the meeting, This
notice shall be mailed to the address as it appears on the share register of
the corporation at least ten days prior to the meeting.
8.4 The Commodore may call special meetings. The Commodore shall state the purpose,
starting time and location of such meetings by written notice to the membership
at least five days before the special meeting to each member, entitled to vote,
at the address as it appears on the books of the corporation.
8.5 The Board of Directors may meet at such time and place,
within or without the State of Minnesota, as shall be determined by the
Executive Committee or a majority of the Board
8.5.1 Special meetings of the Directors may be called by the
Commodore, or by three directors, with five days prior notice. This notice may
be given verbally or by mail.
8.5.2 Any director may waive notice in writing, or by attending and
participating in the meeting, shall be considered to have waived notice.
ARTICLE IX
NOTICES
Whenever, under the provisions of
these Bylaws, official notice is required to be given to any director or
member, such notice may be given in writing by depositing the same in the post
office or letter box, in a post paid sealed wrapper, addressed to such member
or director at such address as appears on the books of the corporation or, in
default of other address, to such director or member at a post office in
Minnesota, and such notice shall be deemed be given at the time when the same
shall be thus mailed.
ARTICLE X
AMENDMENTS
10.1 Amendments of these bylaws, including the appendix,
requires an affirmative 2/3 majority vote of the Corporate members (in
person or by proxy) at any meeting, or, upon notice, at a special meeting
called for that purpose. Copies of proposed
amendments to bylaws will be mailed to corporate members at least 10 days prior
to any such meeting.
10.2 Amendments of the Standing Resolutions require an affirmative
vote of two-thirds majority of the board of directors. The board of directors will provide the
membership with appropriate notice of these alterations.
APPENDIX I
MOORING PRIVILEGES AND CONDITIONS
1.
Seasonal
Mooring at the Club is the exclusive privilege of Corporate Members who own and
operate their moored sailboat.
2.
All
owners of boats under multiple ownership[1] must be Corporate Members. Multiple owners must be declared each year
on the mooring application. In the case
of a transfer of boat ownership, priority for mooring privileges for any new
owner with respect to members on the waiting list will be considered using the
following dates (postmarked):
·
Multiple
owners - The
initial declaration date of a new owner(s) on the mooring application
(predicated on Corporate membership)
·
Waiting
List members -
The initial application date for mooring privileges (with no interruptions in
annual reapplication or payment)
The order of mooring privilege will favor the earlier of
these dates in chronological order.
3.
Applications
for slip assignments will be made concurrent with the annual payment of fees
and dues.
4.
Members
not receiving slip assignments will have their mooring fee returned.
5.
Corporate
members must apply for slip assignments each year.
6.
Members
in good standing retain mooring and winter storage privileges year to year.
7.
Slips
are the property of the AIYC, and slip assignments may only be made by the
Harbormaster.
8.
It
is the Harbormaster's responsibility to determine the mooring location of all
vessels.
9.
Slip
assignments are made for the entire year. If a slip becomes vacant, a slip
reassignment in order to accommodate other boats may become necessary. This
reassignment is the sole responsibility of the Harbormaster.
10.
Personal
sub-letting of one’s mooring slip is forbidden. Individuals (other than immediate family) who frequently take
advantage of mooring privileges in the absence of the owner(s) is considered a
form of sub-letting.
11.
A
member who has satisfactorily qualified for a slip, but does not utilize that
slip for longer than three consecutive years, shall not be assigned a slip for
the fourth consecutive year. Such
members will be moved to a position on the waiting list determined by the
conditions described in #2 above.
12.
Temporary
mooring by other yacht club members visiting Bayfield may be provided in any
vacant slip by the Harbormaster (or another officer of the club in his
absence). This slip accommodation shall
be revoked when the AIYC member permanently assigned to this slip returns. Fees
will be in accordance with the Standing Resolutions.
13.
To
qualify for a place on the waiting list, new members must pay the initiation
fee, annual membership dues, mooring fees and special assessments (where
applicable). Mooring fees must be paid
each year by their due date to retain position on the waiting list.
14.
Mooring
privileges are restricted to one slip per corporate membership. Corporate members intending to occupy more
than one slip must hold an additional share of stock for each slip.
15.
Winter
boat storage on club property is a privilege of Corporate Members, with priority
given to boats moored during the previous summer.
16.
Winter
storage fees cover fall haul-out and spring launching.
17.
All
boats stored at the moorings will be launched or removed from the moorings on
the day(s) posted for this purpose in the calendar of events unless other
arrangements are made with the Harbormaster.
AIYC assumes no responsibility for liability during boat movement or
storage. Boat owner insurance must be
in effect for the entire year.
18.
The
boat owner is responsible for his/her own boat's support and shall have it
available at haul out.
19.
The
boat owner or his/her representative shall be available to assist at launch and
haul out.
20.
Boat
owners or their representatives may work on their boats while stored at the
AIYC facility. AIYC assumes no
responsibility for liability.
21.
Boat
launches and Haul-outs on days other than those scheduled for the entire club
shall be arranged on an individual basis with the contractor. Boat owners that launch or haul out on days
other than scheduled club days shall be liable for additional charges.
22.
The
AIYC supplemental storage (Herring Shed) is available to mooring members under
the following conditions:
·
All
stored items shall be owner identified.
·
The
Herring Shed shall not be used for dinghy storage
·
Flammable
materials not stored in the metal container expressly marked for such use will
be discarded.
23. The Harbormaster will assign slips under the following guidelines for boat length and slip size. In addition, a minimum of 5-6 feet of total beam clearance will be maintained between docks, and slip assignments must be appropriate for existing slip depths and boat drafts. Departures from these guidelines are at the discretion of the harbormaster.
|
Slip # |
Boat
Description |
|
|
|
|
00 - 0 |
Small
day sailors (flat fee) |
|
1 - 2 |
Day
sailor - 24' boats (max.) |
|
3 - 6 |
25' -
29' sailboats |
|
7 - 12 |
30' -
33' sailboats |
|
13 - 29 |
34' +
sailboats |
A current mooring member wishing
to moor a different boat with slip requirements beyond their existing
accommodations must have been a mooring member for the past 3 consecutive years
with their existing boat to become eligible for a larger slip.
Waiting list members are also subject to the above
guidelines. If a member's boat is too
large to be accommodated under the above guidelines, that member may be
passed-over for mooring privileges until a suitable slip opens.
APPENDIX II
Members are encouraged to share
the AIYC facilities with their guests in accordance with the following
guidelines:
1. A
guest is someone who enjoys the AIYC facilities on an occasional basis.
2. A
guest’s behavior is the responsibility of the sponsoring member.
3. Except on rare occasions, the sponsoring
member shall be present at the AIYC facilities with the guest.
4. Guest
activities and clean up are the responsibility of the sponsoring member.
5. The
clubhouse shall not be used for sleeping purposes.