Colington Yacht Club Inc.
Approved December 4, 2009
Article I – Purpose
The Colington Yacht Club (“Club”) is a family oriented
club. The purpose of the club is to advance the sport of yachting, boating,
cruising, sailing and racing and to promote social enjoyment and good
fellowship among its members through programs such as:
Youth Sailing Program
Social Events and Community Involvement
Charitable and Educational Programs
Article II – Membership
There shall be no requirements
for membership in the Club, either formal or informal, that could serve to
restrict any applicant from membership because of the applicant’s race, color,
sexual orientation, national origin or religion. The Board of Directors
(“Board”) may at any time recommend to the membership a limit to the total
number of members or number of members within each category of membership the
Club shall have.
- Membership shall be extended to those persons expressing
an interest in boating and yachting, having attained the age of 18 years,
and satisfying the requirements of membership. Persons or households
desiring membership to the Club must submit a completed Club application
form to the Board, generally through the Treasurer. The adult(s) and minor
children, living in the same household, shall be considered a single
membership for initiation, dues and voting purposes. Household memberships
shall have no more than two (2) adult members, both of whom may serve as
officers and committee members without restriction. Household members 18
years of age or over who are enrolled as full-time students shall be
members until their graduation or they reach the age of 25. Other related
household members age 18 or older with a disability or other unusual
circumstance, can be included if approved by the Board. All forms may be
obtained from the Secretary or the Club Website (‘Website” www.colingtonyachtclub.com).
Members shall pay annual dues as proposed by the Board and approved by
- A person who is between the ages of 8 and 18 may be
considered for Junior Membership in the Club for the purpose of
participating in the Youth Sailing Program. The prospective Junior Member
applicant shall fill out a membership application, attain written
permission with a hold harmless agreement from a parent or legal guardian
and submit all documents to the Youth Sailing Director who will advise the
Secretary. Junior Members will pay annual dues as determined by the Board.
- Election to membership requires the approval of the Board.
- Honorary membership may be bestowed by the Board upon such
persons as it may deem to have rendered important service or benefits to
the Club. Honorary members are entitled to all club privileges except
voting and holding office. Each honorary membership shall be considered
by the Board prior to the end of the membership year for renewal. If not
renewed, it shall expire at the end of the current membership year.
- A current alphabetical member list with addresses shall be
accessible to each member and be listed on the Website which is accessible
to voting members as described in Chapter 55A North Carolina Nonprofit
Corporation Act (“G.S. 55A”) (G.S. 55A‑7‑20 a.)
- A member of a corporation (such as the Club) is not, as
such, personally liable for the acts, debts,
liabilities, or obligations of the corporation. (G.S. 55A‑6‑22
repeated here for emphasis)
- Membership is not transferrable or assignable.
- All members participate in the club on a volunteer basis
and no member shall be compensated for services rendered to the club.
Article III – Voting
- The Club shall have one class of voting membership as
described in the Articles of Incorporation, as amended (“AOI”). Voting members
shall be all those members who are in good standing. A member in good
standing is one for whom all dues and assessments have been paid in full
and whose membership is up to date. Only one vote per household
membership is permitted ( in accordance with G.S. 55A‑7‑21 b.).
- Honorary Members and Junior Members may not vote nor hold
- Voting by proxy is permitted in accordance with G.S. 55A-7-24;
written ballots will be in accordance with G.S. 55A‑7‑08.
Article IV – Meetings, Notices and Quorums
- The annual meeting of the members of the Club shall be
held in the fourth calendar quarter of each year (G.S. 55A‑7‑01
a.). The Board will determine the time and place of the annual meeting
and all members will be notified of same.
- Unless one‑third or more of the votes entitled to be
cast in the election of directors are represented in person or by proxy,
the only matters that may be voted upon at an annual or regular meeting of
members are those matters that are described in the meeting notice. (G.S. 55A‑7‑22
- The Commodore may call a special meeting of the members at
his discretion or shall do so within 30 days after the holders of at least
ten percent (10%) of all the votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign, date, and
deliver to the Secretary one or more written demands for the meeting
describing the purpose or purposes for which it is to be held (G.S. 55A‑7‑02
a. 2.). All members will be notified of the time and place of any special
meeting. At such special meetings, no business shall be transacted except
that stated in the notice of the meeting (G.S. 55A‑7‑02 d.).
- At all member meetings, a quorum shall consist of at least
25% of the voting members including proxies (G.S. 55A‑7‑22
a.); if a quorum is not established, the meeting may be postponed until a
later date. Upon proper notification, the second meeting can be held not
less than fourteen (14) days later than the first meeting. The voting members
in good standing present at the second meeting shall constitute a quorum.
Article V – Board of Directors
There shall be a Board of Directors (“Board”) consisting of
the Commodore, Vice-Commodore, Rear Commodore, Fleet Captain (sail) (or Fleet
Captain (sail/ power)), Fleet Captain (power)(if any), Secretary, Treasurer (or
Secretary/Treasurer), Past Commodore and Youth Sailing Director( collectively, the
“Officers”). The election of the above Officers at the Annual Meeting (G.S. 55A‑7‑01
a.) is the election of the Board of Directors. There shall be no less than 5
persons (AOI) nor greater than 15 persons constituting the Board.
- The Board shall: Govern and manage the affairs of the
Club; Designate banking institutions as depository for the Clubs funds; Adopt
rules and regulations (“Rules”), and take action consistent with these
Bylaws and the Articles of Incorporation (“AOI”) and not in conflict with
Chapter 55A North Carolina Nonprofit Corporation Act (“G.S. 55A”) or other
pertinent law (AOI IX). The Rules, the Articles of Incorporation, Chapter
55A NC Nonprofit Corporation Act and minutes of meetings shall be posted
on the Website. To encourage coordination of these governing documents,
references are made within these Bylaws to the AOI and G.S. 55A.
- The Board shall: Adopt annually an operating budget to be
presented for approval by the members at the Annual Meeting. The operating
budget shall encompass anticipated expenditures and income for an ensuing
period, which shall conform to the fiscal year of the Club ending December
31. Upon the adoption and approval of the budget by the members at the Annual
Meeting, the Board shall be bound by the same and shall not authorize
expenditures in total in that fiscal year which exceed the total amount
budgeted as aforesaid by more than fifteen percent (15%), without having a
members meeting of the Club to approve such variations. The Board shall
approve any individual expenditure in excess of $100.00 not previously
authorized by the budget.
- No asset in excess of $500 of the Club shall be sold,
transferred or purchased by the Board without the consent of 25% of the
voting membership or approved during a member meeting. Such consent shall
be documented in the meeting minutes authorizing such action.
- The Board will normally meet once each month or at the
call of the Commodore or upon request of three members of the Board. The
rules as contained in Robert’s Rules of Order, revised, shall govern the
meetings of the Club and its Board. The majority of Board members present
at roll call will constitute a quorum. Meetings are open to the membership.
- Unless otherwise prescribed by the Chair, the order of a
Board meeting shall be as follows:
1. Roll call
and introduction of guests
of previous minutes;
3. Report of
4. Report of
Article VI – Duties of the Officers
- Commodore: The Commodore shall preside at all regular,
annual and special meetings of the Club. The Commodore shall appoint all
Committees with the approval of the Board and shall serve as ex-officio
member of all committees except the Nominating Committee.
- Vice-Commodore: The Vice-Commodore shall carry out such
duties as the Commodore shall assign. In the absence of the Commodore,
the Vice-Commodore shall perform the duties of the Commodore.
- Rear Commodore: The Rear Commodore shall assist the
Commodore and Vice-Commodore, and in their absence, exercise the powers of
the Commodore. The Rear Commodore shall be responsible for assuring that
the Website is properly maintained and that there is a current accounting
of the Club assets.
- Fleet Captain (sail): The Sail Fleet Captain shall chair
the sail race committee, shall maintain an up to date record of all sail
vessels in the fleet on the Website and shall assist members in
establishing their vessel handicap. He or she shall call and preside over
all sail vessel skipper’s meetings.
- Fleet Captain (power), if required: The Power Fleet
Captain shall chair the power boat committee and shall maintain an up to
date record of all power boats in the fleet on the Website. He or she shall
call and preside over all power boat skippers’ meetings.
- Secretary: The Secretary shall keep written and accurate
records of all meetings of the Club and Board and maintain records as
required by G.S. 55A‑16‑01 with the exception of those
required to be kept by the Treasurer. The Secretary will cause such
Corporate Records to be made an accessible part of the Website. The
Secretary shall conduct all correspondence of the Club and at the end of
his or her current term shall be responsible for turning over all club
documents and Records to their successor. The Secretary shall furnish all
new members with a copy of the Colington Yacht Club Bylaws and a Colington
Yacht Club Member’s Directory. The Secretary shall further be responsible
for all notification of Club meetings and functions to all Club members
and shall do so at the direction of the Board. Notification may be by
electronic means such as e-mail and telephone (G.S. 55A‑1‑41
a.,b.). The Secretary will provide copies of the minutes of any and all
meetings upon member request.
- Treasurer: The Treasurer shall be the custodian of the
funds of the club. The Treasurer shall receive all moneys coming to the Club,
deposit same in a bank and such money may be drawn out only upon the
Treasurer’s check as Treasurer or by the Commodore if the Treasurer is unavailable.
All bills shall be paid by check. The Board shall prepare and approve an
annual budget for the Club and the Treasurer shall post same to the Website.
The Treasurer’s books shall be closed on December 31 of each year. The
Treasurer shall mail all annual dues notices no later than the end of the
second full week in January. If revenue exceeds $25,000.00 (as required
by current IRS regulations) then the Treasurer shall be responsible for
ensuring that all proper tax documents are filed as required. The
Treasurer, with concurrence of the Board, will file IRS form 990-N as
- Past Commodore: The immediate Past Commodore shall chair
the Nominating Committee.
- Youth Sailing Director: The Youth Sailing Director shall
organize and supervise the youth sailing program.
Article VII – Election of Board of
- No member shall be eligible for any office unless he or
she is a member in good standing. No member shall be eligible to hold two
offices at the same time with the exception of the Secretary/Treasurer and
the Fleet Captain Sail/Power.
- Candidates for each office will be presented by the
Nominating Committee with open nominations from the floor and elected, at
large for each office, by simple majority vote at the Annual Meeting (AOI-V-A).
- January 1st of the ensuing year will be the
effective date of office for all newly elected officers. All terms are for
one year (AOI-V-C).
- No Director may serve for more than five (5) consecutive terms.
No Commodore may serve for more than two consecutive terms.
Article VIII – Standing
Nominating Committee: The Nominating Committee shall consist of at least
three members in good standing one of which shall be the Past Commodore or , if
unavailable, the most recent past Commodore available, who will chair the
committee, and at least two voting non-Board members chosen by the Board .
- Duties – The Nominating Committee shall prepare a slate
of officer-nominees for presentation to the membership at the Annual
Meeting. The Nominating Committee shall send notice to all members
requesting nominees for vacant offices outlining term and duties of the
position with the invitation to the Annual Meeting.
b. Nominations may be considered from the
2. There shall be other committees appointed as the Board deems necessary
to efficiently carry out the operations of the Club. They do so at the pleasure
of the Board and may be disbanded or reorganized as the Board sees fit.
Article IX – Vacancies
- If the office of Commodore is vacated the Vice-Commodore
automatically becomes the Commodore. The office of Vice-Commodore shall
be filled at the next Board meeting.
- All other vacancies shall be filled by the Board for the
remainder of the unexpired term (G.S. 55A‑8‑11 a. 2.).
- A director may resign (thus vacating the office) at any
time by communicating his or her resignation to the Board, its presiding
officer (the Commodore), or to the corporation (the Secretary) (G.S. 55A‑8‑07
- The board may remove a director for failing to attend
three consecutive meetings without being excused by the Board. The
director may be removed only if a majority of the directors then in office
vote for the removal. (G.S. 55A‑8‑08 i.)
Article X – Dues
- Fiscal Year – The fiscal year shall begin January 1 and
end December 31. Dues are payable January 1st and past due on
- Annual Dues – The annual dues as proposed by the Board shall
be set each year by vote of the Membership at the annual meeting.
Article XI – Discipline (G.S. 55A‑6‑31)
For violation of Club Bylaws, rules or for
unbecoming conduct, any member may be suspended from the privileges of the Club
by the Board of Directors unanimous decision on recommendation by any member
for such period not to exceed sixty (60) days or as
The Board of Directors may choose.
A member may be expelled from the Club for
the violation of Club Bylaws, rules or conduct detrimental to the good of the Club.
Upon written request from any member, or acting on its own discretion, the
Board of Directors shall conduct an investigation to gather information
pertaining to charges warranting expulsion made against a Club member. The
Board of Directors shall send a copy of the charges made to the concerned
member not less than ten (10) days before its meeting on the charges and said
member may present his/her defense at the time. If the Board of Directors finds
probable ground for expulsion, the Board shall submit a full report of charges
made, results of the investigation and the Board’s recommendation to the
membership at the first general meeting after which this information is
An affirmative vote of two-thirds (2/3) of
a quorum present at any general meeting of the Club shall be required to expel a
member from the Club.
A member of the Club having been expelled
or dropped from the roll for any cause shall at once be notified by the
Secretary of that fact together with a statement of the reasons therefore and
he/she shall thereupon forfeit all rights and privileges of membership.
Article XII – Colors and Pennant
Burgee – The club burgee shall be triangular in shape with a
narrow circular red band and a white field. Within the red circular band will
be a blue Elizabethan three masted vessel. Broad red stripes will run from the
four cardinal points of the red circular band.
Article XIII – Indemnification (G.S. 55A‑8‑50
through G.S. 55A‑8‑58)
person who at any time is serving or has served as a director, officer, or
volunteer for the Club shall be indemnified by the Club to the fullest extent
permitted by law including the indemnification provided by the provisions of
the North Carolina Non-profit Corporation Act, including but not limited to;
(i) reasonable expenses, including
attorneys’ fees actually and necessarily incurred by him in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether or not brought by or on
behalf of the Club, seeking to hold him liable by reason of the fact that he is
or was acting in such capacity, and
(ii) reasonable payments made by him in
satisfaction of any judgment, money decree, fine penalty or settlement for
which he may become liable in any such action, suit or proceeding.
The Board of Directors shall take all such action as may be
necessary and appropriate to authorize the Club to pay the indemnification
required by the provisions of the Article, including without limitation, to the
extent needed, making a good faith evaluation of the manner in which the
claimant for indemnity acted and of the reasonable amount of indemnity due him
and if required, giving notice to, and obtaining approval by, the members of
Any person who at any time serves or has served in any of
the aforesaid capacities for, on behalf of, or at the request of, the Club
shall be deemed to be doing or to have done so in reliance upon, and as
consideration for, the right of indemnification provided under this subsection.
Such right shall inure to the benefit of the legal representative of any such
person and shall not be exclusive of any other rights to which such person may
be entitled apart from the provisions of the Bylaws of the Club.
The North Carolina Non-profit Corporation Act is
subsequently amended to eliminate or further limit the personal liability of
directors or to authorize corporate action to eliminate or further limit such
liability, then the liability of the directors of this Club shall, without any
further action of the Board of Directors or members, be eliminated or limited
to the fullest extent permitted by the North Carolina Non-profit Corporation
Act as so amended. (G.S. 55A‑8‑60. Immunity.)
Indemnity shall be revoked in the event the director,
officer, or volunteer does not act in good faith with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances, and in a manner he reasonably believes to be in the best interest
of the Club.
Article XIV – Insurance
The Club shall have the power to purchase and maintain
insurance on behalf of any person who in serving or has served as a director,
officer or has served in any such capacity at the request of the Club against
any liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Club would otherwise have
the power to indemnity him against such liability.
The Board shall assure that the Club has proper insurance
coverage for all of its activities.
Article XV - Distribution of Assets After Termination
- No member shall have as an individual any interest or
title to the assets of the club.
- In the event of dissolution or termination of the club all
of its assets shall be distributed according to a plan adopted by the
membership at the time of the dissolution or termination and shall be in
accord with the appropriate requirements of the Federal Internal Revenue
Service and the Department of Revenue of the State of North Carolina.
Article XVI – Amendments
These Bylaws shall be
reviewed every three years and may be amended in accordance with G. S.
55A-10-21. ( “By the members entitled to vote thereon by two-thirds of
the votes cast or a majority of the votes entitled to be cast on the amendment,
whichever is less;” G. S. 55A-10-21-a-2)
Article XVII – Severability
In the event that any provision or provisions of these
Bylaws shall be determined to be invalid, void, or unenforceable, such
determination shall not render invalid, void or unenforceable any other
provisions hereof which can be given effects.