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ERIEAU YACHT CLUBGovernance & Bi-laws

The by-laws reproduced herein for the information of members of the Club are, in effect, a body of rules determined by the membership for the purpose of governing the affairs of the Club. Neither the By-laws nor any of its provisions may be repealed or amended, except as provided by Article 17 herein. The Board of Directors of the Club, which is the executive body charged with the responsibility of operating the Club’s affairs, may not suspend or deviate from any of the provisions of this By-law.

1. HEAD OFFICE

2. The Head Office of the club shall be in the Village of Erieau, in the Province of Ontario, at such place therein as the Directors may from time to time decide.

2. SEAL The seal, an impression of which is reproduced at the top hereof, shall be the corporate seal of the Club.

3. MEETINGS OF THE MEMBERS

3.1 The annual meeting of the members of the Club shall be held at the Club House at such time and date within the month of October in each year as the Board of Directors may by resolution determine for the purpose of hearing and receiving reports, electing directors, appointing the auditor and for the transaction of other business as may be properly brought before the meeting.

3.2 The Board of Directors shall have power at any time to call a special meeting of the members of the Club to be held at the Club House at such time and on such day as may be determined by the Board.

3.3 No public notice or advertisement of any meeting of the members may be required, but notice of the time and place of each such meeting shall be given to each member of record on the day on which the notice is given addressed to each member at the member’s last known address. Notice of a special meeting of the members shall state the general nature of the business, which is to be transacted.

3.4 A minimum of fifteen percent (15%) or fifteen (15) voting members in good standing present in person shall constitute a quorum for the transaction of business at any meeting of the members.

3.5 The Board of Directors, upon receipt of a written request signed by a minimum of fifteen percent (15%) or fifteen (15) voting members and within thirty (30) days of the receipt of such request, shall call a special meeting of the members for any

680 Ross Lane, Erieau, ON N0P 1N0 erieauyachtclub.com Telephone: 519-676-50241

legitimate purpose set out in the said request.

3.6 At all meetings of the members, three (3) scrutineers may be appointed by a resolution of the meeting to serve at that meeting.

3.7 At all meetings of the members, every question shall be decided by a show of hands unless a poll thereon be required by the chairman or be demanded by any member. Upon a show of hands every voting member in good standing shall have one vote. After a show of hands has been taken upon any question, the chairman may require, or any voting member present may demand a poll thereon. Whenever a vote by a show of hands shall have been taken upon a question, (or a poll thereon be so required or demanded), a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and any entry to that effect in the minutes of the proceedings at the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution and the results of the votes so taken shall be the decision of the Club in annual or special meeting, as the case may be, upon the question. Demand for a poll may be withdrawn at any time prior to the taking of the poll.

3.8 There shall be established a Nominating Committee to be composed of the Immediate Past Commodore and two members elected at the Annual General Meeting (AGM), and (and in the event of death, resignation, or any other inability of either to act), the most Immediate Past Commodore, together with three (3) members appointed by the Board of Directors. Only voting members of at least three (3) years standing are eligible. The retiring Immediate Past Commodore shall be Chairman of the Nominating Committee and in the event of death, resignation, or other inability of the retiring Immediate Past Commodore to act as Chairman; the Board of Directors shall appoint a Chairman. The nominating committee shall be established no later than the month of May. And the names of the committee members shall be published in the June log.

1. 60 days prior to the Annual General Meeting the Nominating Committee shall issue a Call for Nominations using any means of communication (including electronic).

2. The Call for Nominations will state the method which the nomination are to be made, any requirements and state the deadline for submission is 45 days prior to the AGM.

3. The Nominating Committee shall ensure that there is a full slate of qualified candidates for all positions to be elected by the members. The Chair of the Nominating Committee shall report to the Board of Directors at least 30 days prior to the AGM of the members, said report to include:

4. The names of all the candidates proposed by the Nominating Committee with a brief biography of each nominated Director.

5. The Nominating Committee report will be distributed to all members 25 days prior to the AGM using any means of communication (including electronic) currently in use.

3.9 At each Annual Meeting of the Club the Nominating Committee shall propose at


least one candidate for each office provided for by Article 4.2, the selection of each being determined by a simple majority vote of the Committee. Upon adoption of the report by the meeting, the person so proposed shall be deemed to have been nominated. All candidates so proposed shall consent to the nomination prior to the submission of the committee’s report.

3.10 Further nominations, if any, must be presented to the Secretary at least ten (10) days prior to the time stated for the commencement of the annual meeting with the approval of two (2) members attested to by their signature and the written consent of the person or persons to be nominated.

3.11 The Secretary shall publish in the November Log a notice of the Annual General Meeting of members, a copy of the report of the Nominating Committee and a copy of proposed changes (if any) to initiation fees, dues, minimums and by-laws.

3.12 A proxy vote shall be available to any voting class member who is unable to be present at any Special or Annual meeting. The voting class member granting the proxy must notify the Secretary in writing, prior to the meeting, of their intention to grant a proxy, identifying by name the voting class member to whom that proxy is granted. The voting class member exercising the proxy must have in his or her possession written authorization from the absentee member allowing the proxy holder to vote the wishes of the absentee member on any or all issues requiring a vote at that meeting, and shall present this authorization to the Secretary prior to the start of the meeting. Any voting class member is allowed only one proxy, valid for all issues requiring a vote, and can represent only one absent member. Notwithstanding Article 3.7, which remains in force, a proxy holder shall have TWO votes on any issue, his or her own vote and that of the absentee member he or she represents by proxy. All votes shall be counted at the same time.

4. DIRECTORS AND OFFICERS

4.1 The Board of Directors shall be composed of Five to seven Directors, consisting of the following elected members: Commodore, Vice Commodore, Rear Commodore, two to four Directors and a Secretary and Treasurer.

4.2 The elected Officers and Directors of the Club shall be elected at the Annual Meeting, and shall hold office for one (1) year commencing immediately after the adjournment of the Annual Meeting, or until their successors have been elected or appointed. Directors who have held the same position for a 2 year term shall not be eligible to hold the same position again until one year has elapsed.

4.3 The minimum term of Director is one (1) year, except for that of the Commodore who must have already served at least 1 year on the Board in the last five (5) years. The maximum term shall be five (5) consecutive year. A member can be eligible to return to the board after a one (1) year absence.

4.3 Voting members and/or spouses are eligible to hold office per Article 11 of at least one (1) year’s standing are eligible to be elected as a Director. Members and/or spouses are eligible to hold office per Article 11 who have served as members of


the Board of Directors for a period of one year shall be eligible to be elected Commodore (who shall be the Flag Officers of the Club).

4.4 Vacancies in the Board may be filled for the remainder of its term of office from among the voting members eligible to hold office per Article 11 of the Club, either by the members at a general meeting called for the purpose, or by the remaining Directors if constituting a quorum; otherwise such vacancies shall be filled at the next meeting of the members at which Directors for the ensuing year are elected.

4.5 Meetings of the Board of Directors shall be held from time to time at such place and at such time and on such a day, but at least four times per year as the Commodore or the Vice Commodore, or any two (2) Directors may determine, and the Secretary shall call meetings when directed or authorized by the Commodore or any two Directors.

Verbal or electronic notice of every meeting so called shall be sufficient notice and shall be given to each Director, not less than (24) hours before the time when the meeting is to be held, save that no notice of the meeting shall be necessary if all the Directors are present or if those absent have waived notice of or otherwise signified their consent to the holding of such meeting.

4.6 The Board has the right to appoint up to two (2) additional directors to fulfill roles on special committees or to undertake other tasks as decided necessary by the board.

4.7 The majority of the Board of Directors currently in office shall constitute a quorum for the transaction of business.

4.8 The members may, by resolution passed by two thirds (2/3) of the members at a general meeting of the members of which a notice specifying the intention to pass such resolution has been given, remove any Director or Officer before the expiration of their term of office and may at the same meeting elect any person in their stead for the remainder of their term.

5. DUTIES AND POWERS OF BOARD OF DIRECTORS

5.1 The affairs of the Club shall be managed by its Board of Directors which shall have complete authority, subject to direction by its membership.

5.2 The Board or Directors may make such rules and regulations as they may consider advisable concerning the use of the Club premises and grounds. They may prescribe the conditions upon which guests may be entertained and may prescribe penalties for violations of the rules and regulations and the Board may set terms of reference of any committee appointed by it.

5.3 All expenditures of the Club’s monies shall be by authority of the Board.

5.5 Except for the Chairman of Standing Committees who shall be elected by the members at the AGM, the Board may approve members of all Standing Committees


and ad-hoc Committees and except for Committees that are chaired by elected Directors shall name the Chairman of such Committees. The Board shall have the authority to appoint additional Committees for any purpose which it deems to be in the best interest of the Club.

5.6 Every member of the Board of Directors of the Club and that member’s heirs, executors and administrators, and estates and effects, shall be indemnified by the Club against all costs, losses and expenses, including traveling expenses which he/she may have incurred or become liable for by reason of any contract entered into or act or things done by him/her as a director, officer or employee, or in any way in the discharge of his/her duties. It shall be the duty of the directors to pay out of the funds of the Club such costs, losses and expenses and ensure adequate Directors and Officers liability insurance is obtained.

5.7 No director or officer of the Club shall be liable for the acts, receipts, neglects or defaults of any other director or officer or for joining in any receipt or other act for conformity or for any loss or expense suffered by the Club through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of the Club or for the insufficiency or deficiency of any security in or upon which any of the monies of the Club shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects may be deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his/her office or in relation thereto unless the same happen through his/her own dishonesty.

5.8: Interested Director

Every director who is in any way directly or indirectly interested in a contract or a proposed contract with the Club shall:

(i) declare his/her interest at the first Meeting of the Directors after which he/she became interested;

(ii) request that his/her declaration be recorded in the minutes of that Meeting; and

(iii) not vote on any resolution concerning the contract or the proposed contract.

5.9 Removal of Directors

A Director may be removed from office at a General Meeting of the Members when:

(a) the Director has failed to meet the Qualifications of a Director of the Club;

(b) notice has been given to the Members of:

i) a General Meeting, and of

ii) the intention to pass a resolution to remove the Director at that meeting, and


(c) a resolution to remove the Director, stating the reason(s) for removal, has been passed at a General Meeting by at least two-thirds of the votes cast.

6. FINANCIAL

6.1 The banking business of the Club, or any part thereof, shall be transacted with such bank, trust company or other firm or corporation carrying on a banking business as the Board may designate, appoint or authorize from time to time by resolution and all such banking business, or any part thereof, shall be transacted on the Clubs behalf by such one (1) or more officers and/or other persons as the Board may designate, direct or authorize from time to time by resolution and to the extent therein provided, including, without restricting the generality of the foregoing, the operation of the club’s accounts, the making, signing, drawing, accepting, endorsing, negotiating, lodging, depositing or transferring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money; the giving of receipts and for orders relating to any property of the Club; the execution of any agreement relating to such banking business and defining the rights and powers of the parties thereto; and the authorizing of any officer of such banker to do any act or thing on the Club’s behalf to facilitate such banking business.

6.2 Deeds, transfers, assignments, contracts and obligations on behalf of the Club may be signed by the Commodore or the Vice Commodore and by the Treasurer or by any other Director, and the Corporate Seal shall be affixed to such instruments as require same.

6.3 Notwithstanding any provision to the contrary contained in the By-laws of the Club, the Board may at any time and from time to time direct the manner in which and the person or persons by whom any particular deed, transfer, contract or obligation or any class of deeds, transfers, contracts or obligations of the Club may or shall be signed.

6.4 Unless otherwise ordered by the Board, the financial year of the Club shall end on the 30th of September in each year.

6.5 The Club’s Financial Statements will be audited by an arm’s length auditor, who will be appointed at the AGM to audit the coming fiscal year.

6.6 Without limiting the borrowing powers of the Club as set forth in the Corporations Act (the “Act”) the Officers and Directors of the Club may, from time to time, upon majority approval of the Board of Directors and subject to Article 6.6:

(a) borrow money upon the credit of the Club;

(b) issue, re-issue, sell or pledge debt obligations of the Club, including without limitation, bonds, debentures, notes or other similar obligations of the Club whether secured or unsecured;

(c) charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired, real or personal, movable or


immovable, property of the Club, including without limitation, book debts, rights, powers and undertakings, to secure any present or future indebtedness, liabilities or other obligations of the Club.

6.7 The Club shall not borrow in excess of twenty five percent (25%) of the clubs assets for operating expenses and shall not borrow any funds for capital expenses unless and until first obtaining approval by a majority of votes cast by voting members either :

(a) at a special meeting of the members called for that purpose: or

(b) at an Annual Meeting of the members of the Club.

6.8 The Board of Directors will be responsible for:

a) managing the Capital Reserve Fund monies and reporting on the status of the fund to the membership at the Annual General Membership (AGM) meeting

b) developing a 5 year Capital Plan and presenting the upcoming year’s Capital Budget to the membership at the AGM meeting for approval of the proposed major capital expenditures

c) supervising and administering the implementation of the member approved major capital expenditures

7.OFFICERS

7.1 The Chairman of the Board will be elected by the board of directors immediately following the AGM, and shall when present, preside at all meetings of the members of the Club and of the Board and shall be charged with the general supervision of the business and the affairs of the Club..

7.2 It shall be the duty of the Commodore to command the squadron, to appoint Fleet Captains and to be vigilant in enforcing the By-laws, and the rules and regulations of the Board and be the keeper of the vision of the club.

7.3 The Vice Commodore shall, during the absence or inability of the Commodore, perform the duties and exercise the powers of the Commodore. The Vice Commodore shall perform such other duties and exercise powers as the Commodore from time to time may delegate or as the Board may prescribe. The Vice Commodore shall chair of the Senior Sailing Race, Race Rules, and Course Committees and appoint the committees from the membership at large.

7.4 The Rear Commodore shall when the Commodore and Vice Commodore are absent or unable to perform their duties, exercise the powers and perform the duties of them. The Rear Commodore shall perform such other duties and exercise powers as the Commodore from time to time may delegate or as the Board may prescribe. The Rear Commodore shall chair the Junior Erieau Sailing and Swimming (ESS) Committee and appoint the committee from the membership at large.


7.5 The Director of Social Committees shall be responsible for the various social events of the club including fund raising and community events. (hot dog, regatta, etc)

7.6 The Director of Operating Committees shall be responsible for the Yards and Docks Committee, the Heritage Committee, the By-law Committee and the Communications and Membership Committee.

7.7 The Secretary shall:

a) Give or cause to be given, all notices required to be given to members, Directors, auditors and members of the committees; attend all meetings of the Board and the members; and shall enter or cause to be entered in the books kept for that purpose minutes of all proceedings at that meeting; be the custodian of the Corporate Seal of the Club and of all books, records, documents and other instruments belonging to the Club.

b) Maintain a final membership roll to include the names of members and such other and pertinent information as the Board may require.

c) Be responsible for all internal and external communications of the Board including liaising with the Communications and Membership Committee Chair for publication in the club’s website, postings, notices and any other such information disseminated on their behalf as decided by the Board of Directors. Club members are not authorized to make any statements or representations on behalf of the club.

7.6 The Treasurer Shall:

(a) Collect all monies and deposit them in a bank approved by the Club, and to pay by cheque all bills authorized by the Club.

(b) Keep the accounts of the Club and report thereon at regular meetings of the directors, or whenever required to do so. The Treasurer shall arrange an audit of the accounts prior to the Annual General Meeting and shall submit a detailed statement of the financial transactions of the preceding year at such meeting.

7.7 The Director of the Standing Committees Shall:

Preside over and appoint all Chairs of the Club Committees and shall be charged with the general supervision of committee work.

8. COMMITTEES

8.1 The Race Committee shall be responsible for the administrative conduct of all yacht races organized by the Club. The Race Committee shall consist of the elected race chairman who shall name a minimum of three members. The Race Committee’s administrative conduct of all races shall be as prescribed by the International Sailing Federation as adopted from time to time by CYA. The Race Committee shall enjoy all rights and privileges afforded to race committees by these rules in order that in all


races organized by the Club, the fundamental rule of fair sailing is upheld. From time to time the Race Committee may authorize a Regatta Committee to carry out the duties and responsibilities indicated above for a specific race or series of races. The Race Committees shall maintain a detailed record of its proceedings and of all races. Each year, the Race Committee shall ensure that it turns over such records to its successor. The Race Committee shall report its plans and actions to the Board of Directors at meetings of the Board for comment and, where appropriate approval. Except for issues in which the Club may have a financial liability or in which safety is involved, the Board of Directors shall not change or overrule any decision of the Race Committee after a period of time beginning 24 hours before the start of a race or a series of races.

8.2 The Race Rules Committee has the ultimate responsibility for the administrative conduct of any race and as such may make decision, which shall supersede those of the Race Committee. In any event, the Race Committee and/or the Race Rules Committee’s actions shall be undertaken in accordance with the rules referred to above. The Race Rules Committees shall maintain a detailed record of its proceedings and of all races.

8.3 The Yards and Docks Committee shall be responsible for the general housekeeping and operations of the clubhouse including the operations and maintenance of yards, docks, storage, boats and service facilities. The Committee shall consist of the elected Yards and Docks chairman who shall name as required members whose names shall be presented for approval at the first winter board of directors meeting.

8.4 The Social Committee shall be responsible for all social entertainment at the Club as directed by the Commodore. The Social Committee shall consist of the elected Social chairman who shall name as required members whose names shall be presented for approval by the board of directors at the winter board meeting.

8.5 The Communications and Membership Committee shall be responsible to ensure that the new member’s applications are brought before the Board in accordance with Article 10 and be responsible for keeping the members of the Club informed through publication on the Club website, email and by any other medium that might be considered suitable. When appropriate, it shall arrange for any public relations with the general public, as the Board may deem advisable. The Communications and Membership Committee shall consist of the Secretary, the elected Membership Chairman, who shall name as required members whose names shall be presented for approval by the board of directors at the winter board of directors meeting.

8.7. The Junior Erieau Sailing and Swimming Committee shall consist of the Rear Commodore as Chairman. The Chairman shall select a Committee of no more than six (6) members and no less than three (3). The Committee shall be responsible for the overseeing and operations of the Teaching Program. The Chairman will report to the Board and will proceed under the Board’s direction.

8.7. The Heritage Committee shall consist of the Director of Operating Committees as Chairman appointed by the Board of Directors. The Chairman shall select a


Committee of no more than four (4) members and no less than two (2). The Committee shall be responsible for the overseeing and documenting of all items (documents, photos, etc,) and artifacts of a historical nature pertaining to the Erieau Yacht Club. The Chairman will report to the Board on matters concerning Heritage and will proceed under the Board’s direction.

8.8 The By-law Committee shall consist of the Director of Operating Committees as Chairman who shall name a minimum of two (2) members whose names shall be presented for approval by the Board of Directors at their January meeting. The By-law Committee shall be responsible for the following matters:

a) recommending to the Board of Directors any changes to the Yard and Docks rules or the Club House rules as considered appropriate; and

b) reviewing the By-laws of the Club and recommending additions or amendments as necessary, for the approval by the Board of Directors for presentation to the membership.

8.9 Nomination Committee

9. DEFAULT OF MEMBERS

9.1 A member's account is due when rendered.

9.2 A member's account becomes past due and in arrears if unpaid 30 days after the account is rendered.

9.3 If unpaid 60 days after an account is rendered and after a second and final notice is issued, the Secretary may post the member's name on one or more notice boards on the Club's property.

9.4 A member whose name has been posted under Sub-Section 9.3 shall not be allowed to take part in any proceedings of the Club or vote on any subject connected therewith, or avail himself of the facilities of the Club in any way until payment of all arrears has been made.

10. MEMBERSHIP

10.1 Each applicant for membership must apply on the prescribed form and must be proposed by one voting members of the Club in good standing. A cheque for the annual membership fee must accompany the application.

10.2 The Board of Directors may by resolution, admit the applicant to membership or refuse to do so, or it may direct that the admission to membership of any applicant be decided by ballot by the voting members and it shall direct the manner of taking the ballot.

10.3 In the event that a applicant’s application for membership is not approved, the applicant’s money shall be refunded.


10.4 Applications for transfer of members from one class of membership to another must be made in writing and be approved by the Board of Directors.

10.5 All members of the Club shall, by accepting membership therein, agree and are deemed to agree to this By-law and any future By-laws and the Letters of Patent and all the provisions thereof and to the rules, regulations and policies made thereunder and shall be bound thereby.

11 CLASSES OF MEMBERSHIP

There shall be the following classes of members in the Club:

11.1 SENIOR MEMBER - a Senior Member shall be 18 years of age or more, shall enjoy all the facilities and privileges of the Club and shall be entitled to hold office and to vote at any meeting of members of the Club.

11.2 FAMILY MEMBER – a family membership shall consist of a Senior Member, spouse and any children under 18 years of age. Both Senior Members shall enjoy all the facilities and privileges of the Club, shall be entitled to hold office and to vote at any meeting of members of the Club. Both Senior Members shall be eligible to hold office on the Board of Directors. The children under 18 years of age shall enjoy the facilities and privileges as defined for Junior Member. Upon reaching 18 years of age, a child of a Family Member must either become an Intermediate Member or leave the Club.

11.3 INTERMEDIATE MEMBER - an Intermediate Member shall be at least 18 years of age and not more than 21 years of age, except that a student in fulltime and continuous attendance at any school or university, may hold intermediate membership, notwithstanding that he/she has attained 21 years of age. An Intermediate Member shall be entitled to enjoy all facilities of the Club but shall not be entitled to hold office or to vote at any meeting of members of the Club.

11.4 JUNIOR MEMBER - a Junior Member shall be less than 18 years of age and shall be entitled to enjoy all the facilities of the Club, except those posted, but shall not be entitled to hold office or to vote at any meeting of members of the Club.

11.5 SENIOR ASSOCIATE MEMBER - a Senior Associate Member shall be 67 years of age or more and shall be entitled to enjoy all the facilities of the Club and shall be entitled to hold office and to vote at any meeting.

11.6 SENIOR ASSOCIATE COUPLE MEMBER - a Senior Associate Member shall be 67 years of age or more and shall consist of a Senior Associate Member and their spouse and shall be entitled to enjoy all the facilities of the Club and shall be entitled to hold office and to vote at any meeting.

11.7 HONORARY LIFE MEMBER – An Honorary Life Member shall be appointed as such by unanimous vote of the board of directors of the Club in special recognition of an outstanding long-term contribution, or a single extraordinary contribution to the welfare of the Club. The appointment shall be for life. An Honorary Member and


spouse shall enjoy the privileges of a Senior or Family member and shall not be required to pay any membership fees or dues.

13. DISCIPLINE

13.1 The Board of Directors may request the resignation of any member whose conduct, either in or out of the Club, is deemed to be injurious to the character and interest of the Club in the opinion of the Board or by twenty five percent (25%) of the members of the Club who shall certify same to the Board of Directors in writing. The Board may also request the resignation of any member who persistently refuses to abide by the By-law, rules or regulations of the Club. Should such member not resign within fourteen days of the mailing to him/her of a prepaid registered letter containing such request to his/her last address as shown on the books of the Club, the Secretary shall notify the member, also by prepaid registered letter, of the Board of Directors' meeting at which his/her expulsion is to be considered and he/she shall be permitted to attend and be heard. Failing an acceptable outcome of such meeting, the Board of Directors shall be empowered to remove the member’s name from the list of members. Notification of such expulsion shall be forwarded to the member by prepaid registered letter.

14. FEES, DUES AND ASSESSMENTS

14.1 The annual fees, dues and minimums shall be established from time to time by the members on recommendation of the Board of Directors. Once established, such fees, dues and charges can only be changed at meetings of the members.

14.2 No dues or other assessments shall be levied against or payable by any member of the Club in good standing while serving in Her Majesty’s Active Armed Forces.

14.3 The Board of Directors may, between annual general meetings, levy an assessment or assessments on the members, the total of which must not exceed one-third (1/3) of the annual dues for that member. If assessment(s) greater than the limit aforesaid is required, it shall be levied only after simple majority approval of the members at a special meeting of the voting members called for that purpose.

14.4 All dues and assessments shall be due and payable when rendered.

15. ORDER OF BUSINESS

15.1 At a regular meeting of the members the following order of business shall be observed:

a) Roll Callb) Reading of the minutes of the previous meetingc) Appointment of scrutineers if necessaryd) Reports of Officerse) Unfinished Businessf) Appointment of Auditorsg) New Business


h) Election of Officers

16. RULES OF ORDER

16.1 When a question is before the meeting no motion shall be entertained except:

a) To adjourn

b) To lay on the table

c) The previous question

d) To postpone

e) To commit

f) To amend

which several motions have precedent in the order above given, and the first three (3) shall be decided without debate.

16.2 A motion to consider must be made by a member who voted with the majority at the same or succeeding meeting.

16.3 Except as otherwise provided, all questions shall be determined by a majority vote.

16.4 The chairman shall have the casting vote in case of a tie.

16.5 All questions of parliamentary practice not herein provided for shall be determined in accordance with Robert’s Rules of Order

17. AMENDMENTS AND SUSPENSIONS

17.1 These By-laws or any of them, may be temporarily suspended at any meeting only by consent of two-thirds (2/3) of the members present.

17.2 These By-laws, or any of them, may be amended or repealed by a vote of two-thirds (2/3) of the members present at any meeting, provided notice of the proposed amendment or repeal shall have been given in the notice of the meeting.

18. VISITORS

18.1 A visitor may be introduced to the Club for one (1) day or fraction thereof, when accompanied by a member, upon the following conditions:

b) A visitor may stay in the Club House only during the time the member is present.

c) A member shall not introduce more than ten (10) visitors in thirty (30) days with exception of member sponsored group functions.


d) Any non-member when accompanied by a member and using only the docking or ground facilities of the Club shall not be considered a visitor within the meaning of this rule.

e) None of the above shall apply, if the visitor has been deemed undesirable by the Board of Directors.

19. BURGEE

19.1 The Burgee of the Club shall be a pennant with an “EYC” superimposed on the center of the Burgee in golden yellow. The Club colours shall be Royal Blue, Golden Yellow and White.

20. SPECIAL PRIVILEGES

20.1 The Board of Directors may extend any of the privileges of the Club upon such terms and conditions and for such a defined period as they deem advisable to any persons whose position, attainments and character, or whose intended use of such privileges will, in their opinion, justify such action.

21. GROUP FUNCTIONS

21.1 The Club House may be made available for groups or group functions with the approval of the Board of Directors. Such groups must be sponsored by a member who must be responsible for conduct and indebtedness. Groups of ten (10) or under may be approved by any member of the Board of Directors.

23. CAPITAL RESERVE FUND

23.1 The Club shall operate and maintain a reserve fund, to be known as the Capital Reserve Fund.

23.2 The Capital Reserve Fund shall be created on October 25, 2012 by the transfer from general operating funds of the Club to the Capital Reserve Fund bank account, the sum equaling 50% of the Club’s annual operating revenue.

23.3 The purpose of the Capital Reserve Fund shall be to fund capital expenditures of the Club.

23.4 The Capital Reserve Fund shall be funded from the following sources:

a) General revenue.

b) All inter vivo or testamentary gifts so designated by the donor thereof; and

c) All other amounts as may from time to time be designated by the Board of Directors.

23.5 The Club shall maintain a separate and distinct accounting of all contributions to the Capital Reserve Fund.


23.6 The Capital Reserve Fund is to be administered by the Board of Directors.

23.7 The Board of Directors shall not expend any portion of the Capital Reserve Fund unless and until first obtaining approval by a majority of the voting members present, either: at a special meeting of the members duly called for that purpose; or at an Annual Meeting of members of the Club.

In an emergency situation in which a special meeting of the members is not practical, a unanimous decision by the Board of Directors present at a special emergent meeting of the Board of Directors called to deal with the emergency may 100% of from the Capital Reserve Fund without the approval of the members.

24. MANAGEMENT AND STAFF

24.1 The Flag Officers (Commodores) shall be responsible for the hiring of a Club staff.

24.2 The Director of Operating Committee shall have the authority to employ and manage a staff to operate and maintain the club to the satisfaction of the Board of Directors.

24.3 The Rear Commodore shall have the authority to employ and manage a staff to operate the Junior Erieau Sailing and Swimming (ESS) program.

24.3 Members shall address concerns and complaints to any Board member.

24.4 Members wishing to address unresolved concerns and complaints to the Chairman of the Board shall do so in writing.

25 REPEAL OF PREVIOUS BY-LAWS

25.1 All previous by-laws of the Club are hereby repealed.

The Erieau Yacht Club has made changes to its general by-laws (enacted October 2012). This change in by-laws does not change the intent or meaning of the Letters Patent dated May 23rd, 1958.

THEREFORE, MOVED BY ___________________ AND SECONDED BY ____________ BE IT ENACTED AND HEREBY ENACTED that:

By-Laws ONE through XXX is approved as the sole By-Law for the ERIEAU YACHT CLUB until amended in accordance with the provisions of that By-Law.

Enacted this XXth day of October 2012

_________________________________

John Graham Chairman of the Board


Lisa Kerr, Secretary


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