GRAND LAKE SAILING CLUB
BY-LAWS
Revised October 2010
Table of Contents
By-Laws
Article 1 INTRODUCTION ....................................................................................................................................... 2
Article 2 OFFICES.....................................................................................................................................................2
Article 3 MEMBERSHIPS .........................................................................................................................................3
Section 1 Classes of Membership......................................................................................................................3
Section 1.1 Regular Memberships..................................................................................................................... 3
Section 1.2 Associate Memberships..................................................................................................................3
Section 1.3 Inactive Memberships......................................................................................................................3
Section 1.4 Honorary Memberships...................................................................................................................4
Section 1.5 Fleet Memberships ……………………………………………………………………………..………..4
Section 2 Membership Requirements..............................................................................................................4
Article 4 BOARD OF GOVERNORS..........................................................................................................................5
Section 1 General Organization...........................................................................................................................5
Section 2 Duties of the Board of Governors.....................................................................................................6
Section 2.1 Commodore.......................................................................................................................................6
Section 2.2 Vice Commodore .............................................................................................................................6
Section 2.3 Harbor Master ...................................................................................................................................6
Section 2.4 Rear Commodore .............................................................................................................................6
Section 2.5 Secretary ............................................................................................................................................6
Section 2.6 Treasurer ...........................................................................................................................................6
Section 2.7 Members at Large ............................................................................................................................6
Section 2.8 Fleet Master…………………………………………………………………………………..……....…….7
Article 5 QUORUM ..................................................................................................................................................7
Article 6 MEETINGS.................................................................................................................................................7
Section 1 Membership Meetings.......................................................................................................................7
Section 2 Special Meetings .................................................................................................................................7
Article 7 NOMINATIONS AND ELECTIONS.............................................................................................................8
Article 8 STANDING COMMITTEES .......................................................................................................................8
Section 1 Long Range Planning Committee ....................................................................................................8
Section 2 By-Laws Committee ...........................................................................................................................8
Section 3 Finance Committee..............................................................................................................................8
Article 9 DUES AND FEES.........................................................................................................................................8
Section 1 Membership Year.................................................................................................................................8
Section 2 Annual Dues Date .................................................................................................................................8
Section 3 Changing Dues Rate ............................................................................................................................8
Section 4 Initiation Fee .........................................................................................................................................9
Article 10 FISCALYEAR...........................................................................................................................................9
Article 11 PARLIAMENTARY AUTHORITY.............................................................................................................9
Article 12 AMENDMENT OF BYLAWS AND CHANGES TO STANDING RULES ……............................................9
Article 13 CHARTER MEMBERS.............................................................................................................................9
Article 14 DISSOLUTION ........................................................................................................................................9
 
 
BY-LAWS OF GRAND LAKE SAILING CLUB, INC.
An Oklahoma Non-Profit Corporation
(As Amended and Restated October 2010)
 
ARTICLE 1 – INTRODUCTION
 
Section 1.1 Definition of By-laws: These By-laws are adopted by the Corporation for the internal operation, control and management of its affairs.
 
Section 1.2 Purpose: This Corporation is organized, and shall be operated exclusively, for educational, scientific and recreation purposes with respect to sailing as recreation and sport as more fully specified in the Articles of Incorporation filed with the Secretary of State of Oklahoma on 2 January 1974.  
 
ARTICLE 2 – OFFICES
 
Section 2.1 Principal Office: The principal office of this Corporation will be located in
Delaware County, State of Oklahoma at 31700 South 605 Road, Grove, Oklahoma, 74344-6019.
 
Section 2.2 Location of Registered Office: The location of the registered office of this Corporation and its registered agent is:
 
Grand Lake Sailing Club, Inc.
31700 South 605 Road
Grove, Oklahoma 74344-6019
 
 
 
Such registered office will be continuously maintained in Oklahoma for the duration of this Corporation, except that the Board of Governors may from time to time change the address of its registered office and the registered agent by duly adopted resolution and file the appropriate statement with the Secretary of State of Oklahoma.
 
ARTICLE 3 – MEMBERSHIP
 
Section 1. Classes of Membership
 
3.1.1. Regular Membership
 
3.1.1.1. An applicant for Regular Membership must own a sailboat at the time of
application.
 
3.1.1.2. A Regular Membership includes the applicant, one other adult of the same
household and children under age 24 living at home.
 
3.1.1.3. Only a Regular Membership has voting rights and each membership is entitled
to two (2) votes. Regular Membership includes the right and privilege to vote, hold office, full use of Club facilities, serve on any standing or ad hoc committee, and to fly the Club burgee.
 
3.1.1.4. Only a Regular Membership can be placed on the slip waiting list.
 
3.1.2. Associate Membership
 
3.1.2.1. An Associate Membership is for those who do not own a sailboat. It includes
the right to participate in the Club’s social activities and the use of the Club’s facilities except use of the boat launch ramp, pump out station, slip, or boat and trailer facilities.
 
3.1.2.2. An Associate Membership is the applicant, one other adult of the same
household and children under age 24 living at home.
 
3.1.2.3. An Associate Membership does not have the right to hold office or vote.
However, an Associate may serve on any standing or ad hoc committee.
 
3.1.2.4 An Associate Membership may be upgraded to a Regular Membership without
payment of another Initiation Fee.
 
3.1.2.5 The number of Associate Memberships shall not exceed ten percent (10%) of
the Regular Membership.
 
3.1.3. Inactive Membership
 
3.1.3.1. An Inactive Membership is for those Regular Members who have elected to
become an inactive member, forfeiting voting rights and all privileges except that of receiving the Club newsletter.
 
3.1.3.2. An Inactive Membership may reinstate to a Regular Membership without
payment of another Initiation Fee.
 
3.1.4. Honorary Membership
 
3.1.4.1. An Honorary membership may be granted for one year, to individuals who, in
the opinion of the Board of Governors, have made an exceptional and outstanding contribution to the Grand Lake Sailing Club. This honor may be renewed annually.
 
3.1.4.2. No dues will be charged.
 
3.1.4.3. Honorary Members will have the same rights and privileges as Associate
Members.
 
 
 
 
3.1.5 Fleet Membership
 
3.1.5.1   A Fleet membership is for those who do not own a sailboat. It includes the right to participate in the Club’s social activities, the use of Club owned sailboats and the use of the Club’s facilities except use of the boat launch ramp, pump out station, slip, or boat and trailer facilities unless any of these pertain to the care and operation of a Club owned sailboat.
 
3.1.5.2 A Fleet Membership is the Applicant, one other Adult of the same household and children under 24 living at home.
 
3.1.5.3 The Fleet Membership Applicant must be 21 years old or older.
 
3.1.5.4 A Fleet Membership does not have the right to hold office or vote. However, a Fleet member may serve on any standing or ad hoc committee.
 
3.1.5.5 A Fleet membership may be upgraded to a Regular Membership without payment of another Initiation Fee.
 
 
Section 2. Membership Requirements
 
3.2.1. Membership applications shall be submitted to the Board of Governors for approval.
 
3.2.2. All owners, co-owners, and stockholders, directors, partners of members of any
entity owning a sailboat stored on Club property must maintain a Regular Membership.
 
3.2.3. When any member, including spouse or family, ceases to meet the membership
qualifications, they may apply for a separate membership.
 
3.2.4. No member shall sell, pledge, assign, or otherwise transfer his/her membership
and/or slip assignment.
 
3.2.5. Each member for himself, his spouse, children and guests assumes any risk inherent in any activities existing on the Club premises, shoreline and waters adjoining the Club property. Each member agrees to hold harmless the Club and its officers from any and all liability in connection with the Club premises, any Club activity or use of Club equipment and will sign the waiver provided by the Club. The waiver will be enforced as long as the member is affiliated with the Club.
 
3.2.6. All members and their guests are required to conform to the provisions of these
Bylaws. Any member, guilty of violation of the Bylaws for conduct considered to be injurious to the welfare of the Club, may be suspended from rights and privileges for a limited time or may be expelled from the Club and the membership terminated without refund of dues and fees by a two-thirds (2/3) majority vote of the Board of Governors.
 
3.2.7. A member whom the Board of Governors proposes to expel or suspend will be
presented with the charges, in writing, and will be given ten (10) days from the letter of
notification’s date to respond to the Commodore. The member may appeal the decision at the next regular Board of Governors' meeting by notifying the Commodore in writing that he wishes to address the Board of Governors.
 
3.2.8. If a member is expelled, all his personal property must be promptly removed from the Club premises.
 
ARTICLE 4 - BOARD OF GOVERNORS
 
Section 1. General Organization
 
4.1.1. The Board of Governors of the Club consists of the Commodore, the immediate past Commodore, Vice Commodore, Harbor Master, Fleet Master, Rear Commodore, Secretary, Treasurer, and four (4) Members at Large. The Commodore is the President of the Corporation; the Vice Commodore, the Harbor Master, Fleet Master and the Rear Commodore are Vice Presidents of the Corporation.
 
4.1.2. The Board of Governors has authority to manage the affairs of the Club.
 
4.1.3. The Board of Governors may commit for capital expenditures of up to $10,000.00 per project. Capital expenditure amounts exceeding $10,000.00 must be approved by a simple majority vote of the Regular Membership present in person or by ballot at an annual, regular or special meeting of the Membership for which written notification of the proposed expenditure has been given. This limit shall not apply to emergency situations where immediate action is required to preserve life or property.
 
4.1.4 The Club’s Contingency Fund is established for repairs resulting from natural
disasters, or replacement of buildings, docks or slips and may only be used if budgeted maintenance amounts have been exhausted. Funds transferred into the Contingency Fund include all Initiation Fees.
 
4.1.5. The Board of Governors shall meet at least quarterly.
 
4.1.6. The Board of Governors will not be held liable to the public or any member or guest for any negligent act or omission of the Club. A member of the Board of Governors will in no way be construed as an agent of the Club for any purpose whatsoever unless authorized by resolution of the Board of Governors.
 
4.1.7. The succession of position of the Board of Governors is as follows: Commodore, Vice Commodore, Harbor Master, Fleet Master, and Rear Commodore.
 
4.1.8. The Board of Governors will appoint replacements for Board of Governor positions vacated during the year.
 
4.1.9. The Commodore, Vice Commodore, Harbor Master, Fleet Master, Rear Commodore, Secretary, and Treasurer will receive their Membership dues as remuneration for the year they serve on the Board of Governors. Members at Large and the immediate past Commodore serving on the Board of Governors will receive one-half of their Membership dues as remuneration, for the year they serve on the Board of Governors.
 
4.1.10. Any board member who cannot attend a meeting will give prior notification to the Commodore. A member missing three (3) meetings without extenuating circumstances will be considered to have resigned and will return the prorated amount of the remuneration for his remaining term of office.
 
Section 2. Duties of Board of Governors
 
4.2.1. The Commodore is the President of the Club and Chairman of the Board of
Governors. He presides at the Board of Governors, Annual, General and Special Membership Meetings. He coordinates the activities of the Board of Governors. He appoints or terminates committees as required except for the Standing Committees. He is an ex-officio member of all committees.
 
4.2.2. The Vice Commodore has the general supervision and responsibility of the buildings and grounds, of their use and maintenance, and negotiating related contracts. He is responsible for the caretaker(s) and negotiates the contract with Board of Governors approval. He shares the responsibility of the dry storage area with the Harbor Master. He is an ex-officio member of any committee that reports to him.
 
4.2.3. The Harbor Master has general supervision and responsibility of the docks, slips, walkways, launching ramp, and the work barge. He assigns and reallocates slip assignments and maintains and posts the slip waiting list. He also has the authority to relocate wet storage boats from one berth to another temporarily for emergency or maintenance needs, change slip assignments during the fiscal year with approval of the boat’s owner, and adjust slip assignments at annual slip renewal for sufficiently compelling reasons with Board of Governor’s approval. He shares the responsibility of the dry storage area with the Vice Commodore. He is an ex-officio member of any committee that reports to him.
 
4.2.4 The Rear Commodore has general responsibility for the Club’s sailing, racing, training programs, and social activities. He is responsible for the equipment and supplies of the programs and socials and the race committee boat. He is an ex-officio member of any committee that reports to him.
 
4.2.5. The Secretary keeps the Club’s official minutes of the Board of Governors, Annual and General Membership Meetings, a record of all activities, and all correspondence. He sends the official notice of the Annual and General Membership Meetings. He is responsible for mailing ballots. He compiles and reports the results of the voting. He keeps the Club membership roster. He is an ex-officio member of any committee that reports to him.
 
4.2.6. The Treasurer has custody of the Club funds. He is responsible for all financial
statements, tax returns, etc. He collects and disburses Club funds. He keeps all necessary records for budgeting and accounting purposes. He provides a written report on the Club's financial condition at all Board of Governors, Annual and General Membership Meetings. He has the option to be assisted in his duties by a professional firm. He is an ex-officio member of any committee that reports to him.
 
4.2.7. The Members-at-Large are assigned duties and responsibilities deemed appropriate by the Board of Governors.
 
4.2.8. The Fleet Master is responsible for the general supervision and coordination of the Fleet Membership program. He is to ensure that the Club Owned Sailboats are kept in good repair, the Club Owned Sailboats meet all regulations as established by GRDA and the State of Oklahoma. It is the responsibility of the Fleet Master that all Fleet Members have met appropriate certification levels, as established by the Board of Governors, prior to solo operation of a Club Owned Sailboat. The Fleet Master is responsible for the coordination of Fleet Member’s reservations of Club Owned Boats. He is to ensure that all Club Owned Sailboats carry the proper insurance coverage.
 
 
ARTICLE 5 – QUORUM
 
Section 5.1. Quorum for Membership meetings: One-third (1/3) of the potential number of votes that could be cast being present in person or by mailed ballot will constitute a quorum at any Annual, General, or Special Membership Meetings for action on items presented on a ballot. For items to be considered which are not covered on the ballot and which require a vote of the membership, at least one third (1/3) of the potential number of votes that could be cast by the membership must be present in person to constitute a quorum.
 
Section 5.2. Quorum for Board of Governors meetings: Two-thirds (2/3) of the members of the Board of Governors will constitute a quorum for a Board of Governors meeting.
 
ARTICLE 6 – MEETINGS
 
Section 1. Membership Meeting
 
6.1.1. The Annual Meeting will be held in October or November of the calendar year and will include as part of its business the election of the Board of Governors.
 
6.1.2. A minimum of two (2) Membership Meetings will be held each Membership year in addition to the Annual Meeting.
 
6.1.3. The Regular Membership shall be notified by mail or by confirmed electronic mail, if no ballot is required, of the Annual, General, or Special Membership Meetings. The notice, including ballots, if required, will be deemed sufficiently given when mailed to the membership’s address of record no less than twenty (20) days prior to the meeting.
 
Section 2. Special Meetings
 
6.2.1. Special Membership Meetings may be called by the Commodore or by written
petition signed by ten percent (10%) of the potential number of votes that could be cast as of the proposal date and presented to the Commodore.
 
6.2.2. A Board of Governors meeting may be called by the Commodore or by no less than three (3) members of the Board of Governors.
 
6.2.3. All Special meetings will be scheduled no more than thirty (30) days after the written request for the meeting and must be held within ninety (90) days of the date of the request.
 
ARTICLE 7 - NOMINATIONS AND ELECTIONS
 
Section 7.1. A Regular Membership has two (2) votes.
 
Section 7.2. Regular Members from the same household may not serve on the Board of
Governors simultaneously.
 
Section 7.3. The Board of Governors term of office is one (1) year or until successors are elected.
 
Section 7.4. A Nominating Committee appointed by the Board of Governors shall prepare a slate of nominees for each office and the four (4) Members-at-Large.
 
Section 7.5. Any Regular Member nominating himself or another Regular member must
notify the Secretary by mail or by electronic means at least thirty (30) days prior to the Annual Meeting.
 
Section 7.6. The elected Board of Governors will be those receiving the plurality of the votes cast at the Annual Meeting.
 
Section 7.7. The newly elected Board of Governors will take office January 1.
 
ARTICLE 8 – STANDING COMMITTEES
 
The Board of Governors will approve the members of the following Standing Committees, the Long Range Planning, the Bylaws, and the Finance. These committees will report to the Board of Governors on a regular basis and annually to the general membership
 
Section 8.1 The Long Range Planning Committee is recommended by the Commodore. This Long Range Planning committee will review and update the three to five year Grand Lake Sailing Club plan.
 
Section 8.2 The Bylaws Committee is recommended by the Commodore. This committee will review all recommended amendments to the current Bylaws and Standing Rules.
 
Section 8.3 The Finance Committee is recommended by the Treasurer. This committee will prepare the annual budget and other reports.
 
ARTICLE 9 - DUES AND FEES
 
Section 9.1. The Club’s Membership year is from Jan 1 through the month of December.
 
Section 9.2. Annual Dues and Fees are due to the Treasurer March 1.
 
Section 9.3. All dues and fees may be altered only by a vote of the majority of the
membership present or represented by mailed ballot at the Annual, General or Special
Membership Meeting.
 
Section 9.4. The Initiation Fee is a one-time fee charged to new Regular, Associate, and Fleet memberships.
 
ARTICLE 10 - FISCAL YEAR
 
The Grand Lake Sailing Club’s fiscal year is January 1 through the month of December.
 
ARTICLE 11 - PARLIAMENTARY AUTHORITY
 
The parliamentary authority will be the most recent edition of Robert’s Rules of Order.
 
ARTICLE 12 – AMENDMENT OF BY-LAWS AND CHANGES TO STANDING RULES
 
Section 12.1. Amendments to these Bylaws and changes to the Standing Rules may be
proposed by the Bylaws Committee or by a petition signed by at least a number of members equaling ten percent (10%) of the potential number of votes that could be cast as of the proposal date. They must be submitted in writing to the Board of Governors. The Amendments and changes must be voted upon by the qualified voting membership within ninety (90) days of their receipt.
 
Section 12.2. These Bylaws may be amended at any Annual, General, or Special Meeting of the Membership by a simple majority of the potential number of votes that could be cast by the Membership as of the proposal date provided the proposed amendments are included in the required notification to the membership as outlined in these Bylaws.
 
Section 12.3. The Standing Rules may be changed by the Board of Governors by a two-thirds (2/3) majority vote at a regular or special meeting of the Board as to which the membership has been given written notice of the proposed change(s) and is given an opportunity to speak to the proposed change(s). The Standing Rules may be changed by the Regular Membership at any Annual, General, or Special Meeting of the Membership by a one-third (1/3) majority of the potential number of votes that could be cast by the Membership as of the proposal date provided the proposed amendments are included in the required notification to the membership as outlined in these Bylaws.
 
ARTICLE 13 – CHARTER MEMBERS
 
Any Regular Member who leaves the Club, whose membership was held prior to the
amendment of these By-laws in August 1978 will be paid eighty percent (80%) of the original Initiation Fee upon surrender of his Membership Certificate.
 
ARTICLE 14 – DISSOLUTION
 
Dissolution of this Corporation shall be in accordance with Oklahoma law and Article V of the Articles of Incorporation.