Bylaws

CHAPTER I – MEMBERSHIP

Sec. 1. Acceptance into Membership

Macatawa Bay Yacht Club (the “Club”) is a Michigan Non-Profit Corporation located at 2157 South Shore Drive, Macatawa, Michigan 49434. Its purpose is to promote and encourage yachting. Application for membership shall be submitted on a form approved by the Board of Directors. To be considered, each application shall include the recommendation of two members of the Club in good standing. Acceptance or rejection of the application shall be made by the Board of Directors based upon criteria determined by the Board of Directors. Two negative votes shall serve as a rejection of the application. A membership is defined as a one-member or two-member adult family unit whose permanent residence is shared. A membership includes the children of the family who are younger than twenty-one years of age. The names of all new members accepted into the Club shall be published in the official newsletter of the Club.

Sec. 2. Categories of Memberships

Determining Age. Membership classifications for which age is a criterion shall be determined by the member’s age as of January 1 of each year. Where membership is shared by two adults, the older of the two shall determine membership classification. Categories of membership are as follows:

Junior Members. Those who are between the ages of twenty-one and twenty-five inclusive.

Intermediate Members, Level #1. Those who are between the ages of twenty-six and thirty-two inclusive.

Intermediate Members, Level #2. Those who are between the ages of thirty-three and thirty-six inclusive.

Active Members. Those who are age thirty-seven and above.

Senior Yachtsman Members. To be eligible for this category, one must have been an active member of MBYC for at least ten continuous years immediately preceding the request, and for those born before January 1, 1950 who have attained the age of sixty-five years, for those born after January 1, 1950 and before January 1, 1960 and who have attained the age of sixty-eight years or for those born on or after January 1, 1960 and who have attained the age of seventy-two years, and shall have submitted a written request to the General Manager. The dining room minimum shall be the same as the amount set for Active Members and the annual dues shall be at least one-half of Active Member dues.

Widow/Widower Members. Upon application by a widow or widower of any membership category in good standing in which the spouse-member has died, the Board of Directors shall issue a widow or widower membership entitling him or her to all membership privileges. The widow or widower shall pay one-half of the Annual Dues, if any, applicable to the widow or widower’s current Membership Category commencing the calendar year following the death of his/her spouse. If the widow or widower remarries, the widow/widower membership status shall terminate at the end of the calendar year in which he or she remarries unless otherwise terminated, and it shall revert to a full age appropriate membership.

Past Commodore. Any Past Commodore who served as commodore prior to 2009, who has reached the age of sixty-five years by January 1 and who has maintained continuous membership since serving as Commodore of MBYC, shall be eligible for this category of membership. Such membership shall be conferred only upon nomination and approval by a majority vote of the Board. Such members shall not be required to pay any dues or assessments or dining room minimums and shall enjoy all the privileges of an Active membership. All other fees and charges shall be at normal rates. Once nominated, membership in this category shall continue unless otherwise terminated as provided in these Bylaws.

Inactive Members. Upon application to the Board of Directors, a member in good standing may apply for Inactive status due to medical or financial circumstances, change of residence or, otherwise, at the Board’s sole discretion. Inactive status affords no club privileges. Inactive status is effective for one year and must be requested each year.

Inactive Members may apply for reactivating their membership by submitting a new membership request, and if approved by the Board, shall be reinstated by paying current membership fees and any assessments that have been assessed during Inactive status of that member.

Sec. 3. Privileges of Membership.

A. Junior; Intermediate Level #1 and Level #2; Active; Senior; Widow or Widower; and Past Commodore memberships have the right to one vote.

B. A member shall have the right to use any of the Club facilities provided that all dues, initiation fees and assessments are paid current.

C. Membership conveys no privilege, right or interest in the Club or its property itself, but only the right to use the facilities and property consistent with the Rules of the Club.

Sec. 4. Limitation of Membership Numbers.

The Board of Directors shall decide from time to time the maximum numbers of members for each class of membership and for the total number of members.

Sec. 5. Membership Card.

A membership card may be issued to each approved member of the Club. Membership is not transferable or assignable. No member is entitled to receive or to use a membership card when that member’s dues, assessments or Club invoices are past due.

Sec. 6. Termination of Membership.

Membership in the Club may be terminated as follows:

A. By the Board’s acceptance of a member’s resignation in writing addressed to the Board of Directors. Any financial obligations of a member that have accrued before the submitting and acceptance of a resignation shall survive any acceptance of such resignation.

B. For failure to pay any indebtedness to the Club within 60 days of invoice and within 14 days of written notice approved by the Executive Committee of the Club’s intent to terminate membership.

C. If any member shall be charged in writing, addressed to the Commodore, with conduct unbecoming a member or conduct that is injurious to the good order, peace or welfare of the Club, or at variance with its Bylaws or other Club Rules, the Board of Directors shall inform such member in writing, furnish a copy of said charge and giving at least five days’ notice to appear before the Board to answer the charges. If, upon a fair hearing, regardless of whether the accused member appears and/or defends him/herself, the Board of Directors shall be satisfied of the truth of the charge, they may censure, fine, suspend or expel such member as the interests of the Club may require. An affirmative vote of nine of the Directors shall be required for expulsion.

Sec. 7. Non-Member Guests.

A. Unless otherwise provided by Club Rules or these Bylaws, non-members may be guests of the Club only if accompanied by a member however, no more frequently than three times a year unless approved by the General Manager or an Executive Committee Member.

B. The Board of Directors may extend reciprocal memberships to members of other Yacht Clubs under such terms and conditions as it determines. Such reciprocal privileges shall be limited to no more than three visits per year unless approved by the General Manager or an Executive Committee Member.

C. Crew members of Club members may be guests when participating in sponsored races of the Club without having such visitations applied against the three times per year maximum. Crew members of visiting yachts participating in Club sponsored activities or who have rented a slip on a short term basis will be provided temporary guest status during the event or during the period of slip rental.

CHAPTER II – DUES & INITIATION FEES

Sec. 1.

The initiation fee and dues for all classifications of membership shall be an amount authorized by majority vote of the membership present at a general or special meeting and shall be due on or before March 1 of each year and posted in the annual Logbook.

Sec. 2.

Except as approved by the Board of Directors, no dues, initiation fees or assessments shall be refundable to any current or former member.

CHAPTER III – MEETINGS & ELECTIONS

Sec. 1. Membership Meetings.

A. The two general membership meetings shall be held as follows: one meeting within 10 days of Memorial Day (“Memorial Day General Membership Meeting”) and the second meeting within 10 days of Labor Day (“Labor Day General Membership Meeting”) each year. The Board of Directors shall determine the specific date, location and time of each meeting. Thirty memberships in good standing present in person at any meeting shall constitute a quorum. In the absence of a quorum the meeting shall be adjourned from week to week until a quorum is present. At all meetings the order of business shall include:

1. Attendance

2. Minutes of previous meeting

3. Reports of committees and officers

4. Unfinished business

5. New and miscellaneous business

6. Election of Officers and Board Members at the Labor Day General Membership Meeting

7. Other subject matter at the discretion of the Board of Directors

B. The Secretary shall transmit notice of all General and Special Membership Meetings to the members at least ten days in advance of any meeting and in a manner determined by the Board of Directors to reasonably inform all members which includes but is not limited to electronic notification at the last email address provided by the member to the Club office.

C. Special meetings of the members may be called either by order of the Commodore or by action of the Board of Directors, or upon request of 25 members in writing. The purpose of the meeting shall be included in the notice required in Section B. At such special meetings, no business may be acted upon other than that specified in the notice.

Sec. 2. Board Meetings.

Meetings of the Board of Directors may be held whenever and wherever deemed desirable by the Commodore. Except in the case of unavoidable time constraints, notice shall be given to each of the directors at least three days in advance of the meeting by electronic mail or seven days by US mail. A quorum shall consist of the attendance of seven (7) or more of the Board members. Directors may attend meetings telephonically or by other electronic means with prior arrangement and approval of the Commodore.

Sec. 3. Procedural Rules for all Club Meetings.

“ROBERT’S Rules of Order” shall be considered authoritative on all procedural issues except as provided in these Bylaws or except as waived by a majority of those present.

CHAPTER IV – ELECTION OF OFFICERS

Sec.1. Nominating Committee.

The Commodore shall nominate and submit to the Board of Directors for approval a Nominating Committee consisting of a Chairperson and four additional members at least three of whom shall be yacht owners. The Nominating Committee shall select a list of nominees for all open elected positions for the ensuing year and shall deliver its list of nominees at the Labor Day General Membership Meeting for action by the Membership.

Sec. 2. Election of Officers and Board Members.

All Officers and Board Members of the Club shall be elected at the Labor Day General Membership Meeting. The terms of office of new Officers and Board Members shall begin, and the terms of the outgoing Board members and Officers shall end, at the call to order of the first Board of Directors meeting following the Change of Watch which shall occur in October of each year.

Sec. 3. Flag Officers and Executive Committee.

The Commodore, the Vice Commodore, the Rear Commodore, (collectively “Flag Officers”) each of whom shall be a yacht owner, the Secretary and the Treasurer shall be elected annually and shall hold office for one year or until their successors are elected. They will be the Executive Committee. Directors shall hold office for three years or until their successors have been elected. The terms of the seven directors shall be staggered so that two terms shall end in each of two years, and three terms shall end in the third year. The immediate Past Commodore shall serve as a director for one year following the end of his/her term as Commodore.

Sec. 4. Vacancies.

If a Director or Executive Committee member is unable or unwilling to complete his or her term, the Board may leave the position vacant or it may ask the Nominating Committee to appoint a replacement to serve until the next Labor Day General Membership meeting when a Director or Executive Committee member shall be elected to complete that term.

CHAPTER V – DUTIES AND AUTHORITY OF FLAG OFFICERS, BOARD, COMMITTEES and GENERAL MANAGER

Sec. 1. Board of Directors.

The Club shall be governed by a Board of Directors who shall be responsible for the management of the Club including employment oversight for all Club management personnel. The Board of Directors shall control and manage the assets of the Club by approving long term goals, monitor short term goals, approve the annual budget, approve capital purchases, approve facility and grounds improvements, set policies on purchases, adopt policies on member fees and their collection and adopt personnel policies.

The Board of Directors shall consist of thirteen members, five of whom are flag officers of the Club, the immediate past Commodore, and seven members who are elected to serve on the Board in the manner provided for in Chapter IV of these Bylaws. The Commodore and Secretary shall be respectively the Chairman and Secretary of the Board of Directors.

This Article also includes provisions for the elimination of certain liability of Directors and for the indemnification of Directors and Officers in accordance with the provisions of the Michigan Business Corporation Act (MCLA 450.1101, et seq. As amended by Public Act 1 of 1987). (For a full text of the revisions, please contact the Club Secretary.)

Sec. 2. Executive Committee.

The Executive Committee consists of the Commodore, Vice Commodore, Rear Commodore, Treasurer and Secretary. Its purpose is to formulate, coordinate and direct the overall operation of the Club through the Board, the Committees and the General Manager.

Sec. 3. Commodore.

The Commodore shall have command of the Club Squadron, preside at all meetings, and enforce the rules and regulations of the Club. The Commodore is ultimately responsible for the Club’s operations and for implementation of the Club’s mission and the actions of the Board.

Following his/her election, the Commodore shall appoint a Sailing & Racing Committee Chairperson, a Budget & Finance Chairperson, a House Chairperson, a Campus Committee Chairperson, a Marketing & Membership Chairperson, a Social Chairperson, a Communication Committee Chairperson, and a Judge Advocate. Committee responsibility shall be assigned by the Commodore to each Flag Officer with each generally having responsibility for two or three Committees. Assignments need not be made to the same office each year but should be made consistent with the strengths and interests of the person holding the office. Each Chairperson shall recruit appropriate members to serve as members of their assigned committee.

The Commodore shall assign Committee chairperson(s) for the committees annually. The committee chairperson(s) shall report to their respective Flag Officer as assigned by the Commodore. No officer, director or committee member shall have authority to make any purchases or to incur any debt on behalf of the Club without prior authorization by the General Manager or the Board of Directors.

The Commodore, along with the Vice Commodore and the Immediate Past Commodore shall conduct a formal review of the performance of the General Manager annually.

Sec. 4. Vice Commodore.

The Vice Commodore shall assist the Commodore in the discharge of his/her duties and officiate in the Commodore’s absence. The Vice Commodore shall preside over his/her assigned Committees.

Sec. 5. Rear Commodore.

The Rear Commodore shall assist the Commodore in the discharge of his/her duties and shall officiate as Commodore in the absence of the Commodore and Vice Commodore. The Rear Commodore shall preside over his/her assigned Committees.

Sec. 6. Treasurer.

The Treasurer shall chair the Budget and Finance Committee. The Treasurer shall oversee the financial operation of the Club. He/she shall monitor the receipt of all money paid to the Club. The Treasurer with the concurrence of the Executive Committee shall approve or disapprove the use of any borrowed funds. The Treasurer shall regularly monitor all Club disbursements and shall recommend to the Board reasonable financial controls and shall implement such controls that have been approved by the Board. At the Board meetings, the Treasurer shall provide the Directors with a report on all income and expenses of the Club since the last meeting. The treasurer shall report the financial status of the Club to the members at all General Membership Meetings including year-end and year-to-date financial statements and balance sheets.

Sec. 7. Secretary.

The Secretary shall keep a full record of the proceedings of all membership meetings of the Club and the Board of Directors. He/she shall file and preserve all documents, records, and communications connected with the business of the Club. The Secretary shall ensure each member of his/her membership approval, shall notify members of duly called membership meetings, and shall perform such other duties as the Directors may assign.

Sec. 8. General Manager.

Subject to the oversight of the Commodore and Board of Directors, The General Manager (“GM”) shall supervise, organize, coordinate and direct the operations of the Club.

The line of authority is from the Board through the Executive Committee and Commodore to the GM to the department managers to the employees. The Board shall formulate policy and review results. The GM is responsible for all phases of management and is accountable to the Commodore and the Board for the performance of the entire management team and for all operating results.

Except for ordering and purchasing food and beverages for the operation of Club operations, the GM has no authority to access the credit lines of the Club or to incur any debt on behalf of the Club without the prior written approval of the Executive Committee.

Sec. 9. Committees.

The primary method by which the Board of Directors executes its oversight function is through committees. These committees are basically extensions of the Board itself. Board committees have three primary functions.

Committees are responsible for studying their assigned areas of responsibility, identifying improvement opportunities and developing policies or rules for recommendation to the Board. Once approved by the Board, the Committee shall support the implementation of those policies and rules and other decisions. Committees and their chairpersons shall not interfere with the day to day operations of the General Manager and the staff for whom the General Manager is directly responsible.

Except to the extent the Board specifically delegates authority and responsibility to a committee, each committee serves in an advisory capacity to the Board. Management and staff will cooperate with committees and should carry out requests of committees consistent with budgetary constraints and direction of the Board, through the Commodore. Neither the committees nor their chairperson(s) have supervisory or directive authority over the GM, department managers or employees. Rather, matters deemed to require supervisory or directive authority are to be referred to the Commodore and/or the Board of Directors for resolution.

Committees shall be used by the Executive Committee and Board as a method by which members are recruited to become involved in the Club. Committee work shall be a method of developing and observing a broader pool of backgrounds, experiences and talents from which new members of the Board can be recruited each year. In addition to the standing committees, the Board may appoint an ad-hoc committee at any time for any reasonable purpose that may arise outside of the responsibilities of the standing committees.

There are seven standing committees that actively support the mission of the Club. The standing committees and their respective purposes are:

Sailing & Racing. To provide oversight of the sailing and racing activities and to collaborate with the Macatawa Bay Junior Sailing Association leadership to promote sailing/racing excellence at Macatawa Bay Yacht Club.

Budget & Finance. To provide oversight of the budget versus the actual revenue and expenses. This committee shall include as one of its members the Immediate Past Commodore.

House Committee. To provide oversight of membership satisfaction with dining and service.

Campus. To provide oversight and evaluate condition and needs for the docks, grounds, buildings and pool. To evaluate and recommend the short and long term needs of the club campus as well as assist in the design of the campus rules.

Membership & Marketing. To provide oversight of the growth of membership, the welcoming of new members and the marketing of the MBYC brand and awareness in the community.

Social. To promote camaraderie and enrich shared experiences among our members, their families and friends through an annual schedule of social events.

Communication. To promote the Club through effective internal and external communications including press releases, regatta news coverage, weekly race results in multi-media.

Sec. 10. Judge Advocate.

The Judge Advocate shall be a duly licensed attorney authorized to practice law in Michigan. He/she shall render legal opinions upon the request of the Club Officers or Board of Directors and shall prepare, or supervise the preparation of, such legal documents as may be necessary. The Judge Advocate shall serve as Chief Arbitrator for the Board of Directors on any disputes presented to him/her by the Board of Directors.

CHAPTER VI – SPECIAL ASSESSMENTS

There shall be no special assessments except as shall be approved by the members of the Club. Notice of intent to impose a special assessment shall state the amount thereof, the reasons therefore, and shall be given in writing by the Secretary to all members of the Club no fewer than ten days prior to the date of any membership meeting. A special assessment requires approval of at least two-thirds of the membership present and voting at a duly constituted membership meeting.

CHAPTER VII – MEMBER INFORMATION

Sec. 1. Privacy.

The Club collects information regarding members for the sole purpose of Club administration. Certain information regarding our membership is provided to members for the purpose of facilitating fellowship between members. Members may not use any membership information for non-club purposes. Misuse of member information may be deemed “conduct unbecoming a member”.

Sec. 2. Change of Address.

All members must immediately notify the General Manager of Any change of mailing or electronic address. Failure to notify the General Manager of any changes shall be deemed a waiver of any right to receive any notice otherwise required by these Bylaws or other Rules of the Club.

CHAPTER VIII – SQUADRON & BURGEE

Sec. 1. Any yacht or launch owned solely or partially by a member of the Club, may be enrolled in the Club’s squadron upon the owner or owners thereof filing with the Secretary a description of the vessel containing her name, ownership, size and rig.

Sec. 2.

Each member who owns an interest in an enrolled yacht or launch carrying a Club flag shall be considered a “yacht owner.” Every yacht owner shall be responsible to assure that the owners and their guests shall respect and obey the rules of the Club so long as the flag is carried by the enrolled yacht.

Sec. 3.

The Club burgee shall be a triangular pennant of red bearing a white diamond in the center surrounded by four small, equally spread white diamonds in accordance with the officially approved design. The size and usage shall be as approved by the standard rule of US Sailing.

Sec. 4.

All matters of officers’ pennants together with all other matters of Club etiquette, racing measurements and racing rules shall be in accordance with the standard practice, approved by US Sailing.

CHAPTER IX – PROPERTY

The ownership of the property of the Club shall be vested in the Corporation. Renovations, alterations, remodeling or repairs that exceed $30,000.00 of the projected and approved cost for any one project shall require approval of at least two-thirds of the membership present and voting at a duly constituted membership meeting. “One project” is defined as work done at one time to one distinct area, such as docks, kitchen or Clubhouse.

CHAPTER X– AMENDMENTS

These Bylaws may be amended by notice duly served upon the members at least ten days prior to the date of any general or special meeting of the Members provided that the notice of such meeting shall set forth the proposed amendments to be voted upon. Amendments require approval of at least two-thirds of the membership present and voting at a duly constituted membership meeting.