BY-LAWS OF THE CLUB
As Amended Through August, 2021
I. GENERAL
1. The name of this organization is the WOODS HOLE YACHT CLUB, hereinafter known as “the Club”.
2. Its headquarters shall be at Woods Hole, Massachusetts.
3. Its purpose is to further yachting, yacht racing, and cooperation among persons interested in yachting in Woods Hole, Massachusetts, and to protect the interests of yachtsmen in Woods Hole and, when possible, to provide facilities and a clubhouse for them.
4. It shall have a club signal, which shall be a pointed burgee, or pennant, its width being two-thirds of its length, the device a blue ball surrounded by a white circle from which circle shall radiate one white band to each corner of the pennant, the rest of which shall be red. The blue ball shall be in diameter one-third the height of the luff, the center of the ball shall be distant from the luff and at right angles to the luff one-fourth the length of the pennant, the white circle and bands shall each be in width one-twelfth of the height of the luff.
5. The club squadron shall consist of all vessels propelled by sail or motor kept by members in or near Woods Hole. Members shall furnish the secretary with a description of their yachts, and shall inform him/her when they buy or sell a yacht or interest in one.
6. The racing rules of this club shall be those of the United States Yacht Racing Union, modified by the Race Committee as little as the committee may deem necessary to suit local conditions.
7. The Woods Hole Yacht Club admits members of any race, color, sex, religion, national and ethnic origin and sexual orientation to all the rights, privileges, programs and activities generally accorded or made available to members of the Club. The Club does not discriminate on the basis of race, color, sex, religion, national and ethnic origin or sexual preference in the administration of its policies and programs.
II. MEMBERSHIP
1. The Membership shall consist of such persons as have:
a. been proposed in writing by a member of the Club and seconded in writing by another; and
b. been admitted to membership upon the recommendation of the Membership Committee with the approval of a majority of the Board of Governors; and
c paid fees and dues in accordance with Articles II and V; and
d. furnished to the secretary their full names, winter residence and business addresses, and such other information as required by these By-Laws.
2. Membership Definitions
a. The following represents one membership for the purposes of counting memberships toward the membership cap:
i. Individual: All members eighteen (18) years of age and older who are not in a domestic partnership, married or with dependents over the age 3.
ii. Couple: Two people, domestic partnership or married without dependents or with dependents under the age of 3.
iii. Family: Two people who are in a domestic partnership or married with dependents ages 3-24.
iv. Single Plus: One person who has dependents ages 3-24.
v. Honorary Membership – Honorary membership may be extended by the Board of Governors to individuals who have rendered especially meritorious service to the Club; such members pay no dues.
vi. Junior Membership – Persons who become thirteen (13) years of age during the fiscal year of the Club and persons who have not yet reached the age of eighteen (18) (but who are at least thirteen (13) years of age), whose parent(s) is not a member of the Club may join the Club as junior members and shall be assessed one-half of a full membership fee. Junior members may not vote. The parent of a junior member may not use the Club facilities.
b. Inactive Membership – A member who makes use of the Club facilities on ten (14) or fewer days during the year in question is eligible for the reduced fees of an inactive member. Members requesting this status must inform the Membership Chairman by June 1 of the year in question.
c. Member in Good Standing – Any member in the categories described herein at the above sections 2(a) and (b) who has met his/her financial obligations to the Club in accordance with Article V(1) herein is a member in good standing.
d. Suspended Member – Any member in the categories described herein at sections 2(a) and (b) who is not a member in good standing is a suspended member. Suspended members are members of the Club; however,
i. Suspended members may not make any use of the Club facilities, and any assignments of Club facilities, including but not limited to skiff lines, may by vote of the Board of Governors be revoked at any time after the suspension of any member.
ii. Suspended members may not represent the Club in any capacity including, but not limited to, inter-yacht club competition.
iii. Suspended members may not be issued a membership card nor may they be represented to any person or institution as members of the Club in good standing.
iv. Suspended members may not vote at any meetings of the Club nor may they nominate or second in nomination any candidate for election to the Board of Governors.
v.A suspended member who shall not have paid the Club dues within thirty (30) days after having received notice that the member is so suspended, shall pay a penalty of an amount to be set each year by the Board of Governors before that member shall be considered a member in good standing. Any member who is a suspended member at the end of the fiscal year, as defined in Article V(2) herein, shall have his/her membership terminated in accordance with Article II(3)(b) herein.
e. Voting Member – Any member in good standing who has been assessed for one full individual membership in accordance with Article II(2) herein is a voting member.
3. Membership in the Club shall be terminated:
a. By voluntary resignation in writing, addressed to the Secretary, to be acted upon by the Board of Governors. No resignation shall be accepted unless the resigning member is in good standing and shall have liquidated all debts and arrears to the Club.
b. For failure to pay dues or any other indebtedness to the Club when due in accordance with these By-laws.
c. As a result of a complaint made in writing to the Board of Governors and signed by the complaining member or members, which complaint shall contain a charge of conduct prejudicial to the best interest and good order of the Club or in violation of its By-laws or rules.
Any member so charged shall, upon notice by the Board of Governors, appear before the Board to answer such charges. If, upon inquiry, the Board is satisfied as to the truth of such charges and that the same demand such action, they shall, by majority vote, request the member to resign. If he/she declines to do so, the Board may, by a three-fourths vote, terminate his/her membership.
At any time within thirty (30) days after termination of a membership, a Special Meeting of the Club shall be called if requested in writing by fifteen (15) voting members of the Club, such requests to be addressed to the Board of Governors. At this meeting an appeal may be taken from the decision of the Board of Governors and the member may be restored his/her membership by a majority vote of all voting members.
4. Reinstatement of Membership – A former member may apply for reinstatement of membership by appropriate payment of dues and fees in arrears and by approval of the Board of Governors.
5. Membership Limitation – In consideration of physical and financial limitations of the Club, the Board of Governors shall propose a numerical limit to the membership subject to amendment at any Annual Meeting by the voting members. On the basis of this decision, new applications for membership exceeding this limit shall be placed on a waiting list determined by the date of application. In order to fulfill the major objectives of this yacht club, i.e., class racing and serving the Falmouth area, special consideration may be given by the Board of Governors, at its discretion, to (1) boat owners in active racing classes and (2) residents of Falmouth.
6. The Board of Governors at the Annual Meeting may recommend a change in the dues assessment for the following year; the amount of such change shall be contained in the notice of such meeting. Any such change shall require a vote of two-thirds of the voting members present and voting, and the Voting Members may decrease, but not increase, the change in the dues recommended by the Board of Governors.
III. GOVERNMENT
1. There shall be, within each calendar year, an Annual Meeting of the members of this club held in the last week of July or the first week of August and, an Awards Meeting held during Labor Day weekend in September. At the Annual Meeting the members of the Board of Governors for the ensuing year shall be elected from among such candidates proposed by the nominating committee and such as shall be nominated and seconded at the meeting by voting members, no member to participate in nominating or seconding more than one candidate. The term of a member of the Board of Governors shall commence immediately following the Awards Meeting and shall be for a normal term of one year, or until a member’s successor shall have been duly qualified and elected, unless a member shall die, resign, be removed or become disqualified. The voting shall be in such a manner as the Meeting may decide. Other matters concerning the activities of the Club may come before either Meeting and the action taken on them shall be binding on the Board of Governors in the administration of the Club. Notices of the Regular Meetings shall be mailed to all members of the Club at least two weeks in advance.
2. If an Annual Meeting is not held as herein provided, a Special Meeting of the members may be held in place thereof with the same force and effect as the Annual Meeting, and in such case all references in these By-laws, except in this Article III(2), to the Annual Meeting of the members shall be deemed to refer to such Special Meeting. Any such Special Meeting shall be called and notice shall be given as provided in this section.
Special Meetings may also be called by the commodore or acting commodore at any time on his/her own initiative, and must be called by him/her on written request of any five (5) members of the Club. Notices of Special Meetings must be mailed to all members at least one week in advance. Special Meetings may deal only with the specific business for which called, which shall be stated in the notice.
3. A quorum at any meeting of this Club shall be twenty (20) voting members. Majority votes of voting members present shall govern and there shall be no proxy voting.
4. The By-Laws of the Club may be amended at the Annual Meeting hereof, provided notice and text of such amendment shall have been given in the notice of that meeting. No part of these By-laws may be suspended for any time.
5. All meetings of the members of the Club shall be held in the Village of Woods Hole in the Town of Falmouth.
IV. ADMINISTRATION
1. The affairs of the Club between meetings of the members shall be administered by the Club officers and the Board of Governors subject to the actions of those meetings and in accordance with these By-laws. The members of the Board of Governors, elected to their several offices in accordance with Article III hereof, shall be
(1) a commodore to preside at all meetings of the Club and of the Board of Governors and to be the Chief Executive Officer of the Club;
(2) a vice-commodore and
(3) a rear-commodore to assist him/her and to replace him/her in the event of his/her absence;
(4) a secretary to keep a record of all meetings of the Club and of the Board of Governors, to have custody of all reports and documents of the Club except financial, to keep a list of the names and winter addresses of all members of the Club, to keep a list of all vessels enrolled in the Club Squadron together with the names of their owners and their descriptions and racing numbers assigned by the race committee, to notify members of meetings and of election to membership or to office;
(5) a treasurer to have custody of all funds of the Club and to have charge of the collection and disbursement of same, and to keep a correct record of the financial condition of the Club at all times accessible to the members of the Board of Governors, and to render a full report of the financial condition to the Board of Governors at the end of each fiscal year; and
(6) six members at large, provided that the offices of secretary and treasurer may be held by the same person or either one or both may be held by a flag officer, in which case there shall be elected the necessary number of members at large to bring the number of members of the Board of Governors to a total of eleven.
2. The Board of Governors shall meet in Woods Hole: (1) in the month of June, and (2) after the Awards Meeting of the Club before the end of October, and at such other times and places as the commodore may decide on his/her own initiative or on the request of at least three members of the Board of Governors.
3. The Board of Governors shall on or before June 1 of each year appoint a nominating committee of three members, one of whom may be a member of the Board of Governors, to nominate a candidate for election to each of the nine places on the Board of Governors at the Annual Meeting. The Board of Governors shall designate the chairperson of the nominating committee.
4. At its regular September meeting the Board of Governors shall (1) appoint a race committee and (2) designate its chairperson, which committee shall have charge of all the races conducted by the Club during the ensuing fiscal year. The race committee shall consist of as many members as the Board of Governors shall decide, any of whom may also be members of the Board of Governors.
5. The Board of Governors may also appoint any other committees, such as house committee, membership committee, or entertainment committee, as it may deem necessary, and it shall decide the number of members to be on such committees and may designate the chairperson, and make replacements when vacancies occur. No such committee shall serve beyond the next Awards Meeting, after which they may be reappointed or new ones appointed. Such committees shall at all times be subject and responsible to the Board of Governors.
6. Vacancies occurring on the Board of Governors between Annual Meetings shall be filled by vote of the remaining members of the Board of Governors.
7. The Board of Governors may, in its discretion, cause this Club to be affiliated with associations of yacht clubs and it may extend the privileges of this Club to other Clubs for a season at a time.
8. Any action required or permitted to be taken at any meeting of the Board of Governors may be taken without a meeting if all members of the Board consent to the action in writing and the written consents are filed with the records of the meetings of the Board of Governors. Such consents shall be treated for all purposes as a vote at a meeting.
Unless otherwise provided by law, members of the Board of Governors or any committee designated thereby may participate in a meeting of such Board or committee by means of which all person participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence of a person at a meeting.
V. FINANCIAL
1. Individual members and inactive members shall pay dues each year at rates specified in accordance with Article II(6) herein. All members shall pay fees as set by the Board of Governors in accordance with Article IV herein.
a. Dues and fees for each fiscal year, if assessed before May 1 of the fiscal year must be paid on or before June 1 of the same fiscal year. If dues and fees are assessed after May 1, they must be paid within thirty (30) days of the date the member is first billed for such fees.
b. All members who comply with Article V(1)(a) herein are members in good standing. Any member who fails to make payments as required in Article V(1)(a) herein automatically becomes a suspended member, as defined in Article II(2)(e) herein, on the first day following the day on which payment was due. A suspended member automatically becomes a member in good standing in the date when the Club treasurer or his/her designate receives payment in full for all dues and fees owed the Club regardless of the date on which the member was first billed for such dues and fees. Such restoration of good standing in membership shall not affect any revocation of assignment of Club facilities which shall have occurred prior to such restoration of good standing.
c. A member will be considered to have been properly billed for any dues or fees owed the Club if the treasurer or his/her designate mails a bill to the member’s latest winter address as reported to the Club secretary.
2. The fiscal year of this Club shall commence January 1, and shall end on December 31 in each year, unless otherwise decided by the Board of Governors.
3. The treasurer shall expend no funds of the Club without authorization of the Board of Governors by majority rule.
4. The commodore shall annually appoint an audit committee consisting of two (2) or more active members of the Club, not members of the Board of Governors, who shall conduct an audit of the financial records of the Club for the prior fiscal year and report the results thereof to the annual meeting.
VI. EXECUTION OF PAPERS
Except as the Board of Governors generally or in particular cases authorize the execution thereof in some manner, all deeds, leases, transfers, contracts, notes, checks, drafts and other obligations made, accepted or endorsed by the Club shall be signed by the commodore or by the treasurer.
Any recordable instrument purporting to affect any interest in real estate, executed in the name of the Club by two (2) of its officers, one of whom is the commodore, vice-commodore or the rear commodore, and the other is the treasurer or the secretary, shall be binding on the Club in favor of the purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provisions of the Articles of Organization, By-laws, resolutions or votes of the Club.
VII. PERSONAL LIABILITY
The members, the Board of Governors and the officers of the Club shall not be personally liable for any debt, liability or obligation of the Club. All persons, corporations or other entities extending credit to, contracting with, or having an claim against the Club may look only to the funds and property of the Club for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree or of any money that may otherwise become due or payable to them from the Club.
VIII. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
1. Right to Indemnification – To the extent legally permissible and consistent with any possible tax-exempt status under the appropriate subsection of Section 501(c) of the Internal Revenue Code of 1954, as amended, and with the Employee Retirement Security Act of 1974, as amended, the Club shall indemnify and reimburse out of corporate funds any person (or the personal representative of any person) who at any time serves or shall have served as a member of the Board of Governors, an officer, and any employee or other agent of the Club, whether or not then in office, against and for any and all claims and liabilities to which he/she may be or become subject to by reason of such service, and against and for any and all expenses necessarily incurred in connection with the defense or reasonable settlement of any legal or administrative proceedings to which he/she is made a party by reason of such service, except with respect to any matter as to which he/she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his/her action was in the best interests of the Club. In effecting such indemnity and reimbursement, the officers and the Board of Governors of the Club may enter into such agreements and make such payment or payments and take such other action (including employment of counsel to defend against such claims and liabilities) as may in their judgement be reasonably necessary or desirable. Such indemnification or reimbursement shall not be deemed to exclude any other rights or privileges to which such person may be entitled.
2. Indemnification in Advance of Final Disposition of Action – Indemnification of the persons specified in Article VIII(1) herein, may include payment by the Club of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he/she shall be adjudicated to be not entitled to indemnification under these By-laws or under Chapter 180, section 6 of Massachusetts General Laws.
3. Insurance – The Club shall have power to purchase and maintain insurance on behalf of any person who is or was an officer, employee or other agent, or member of the Board of Governors, against any liability incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Club would have the power to indemnify him/her against such liability.