BY-LAWS
OF
1. (a)
The location of the corporation’s principal office in the State of
(b) The
corporation may also have such other office or offices within or without the
State of
2. The corporate
seal of the corporation shall be circular in form and shall have inscribed
thereon the name of the corporation, the year of its incorporation, and the
words “Incorporated” and “
3. (a)
Unless changed by the Board of Trustees as herein after provided, the annual
meeting of the members of the corporation for the election of trustees shall be
held near or in Rehoboth Beach, Delaware, at such location as the Board of
Trustees may by resolution designate, on the Sunday immediately preceding Labor
Day, at 9:00 A.M., at which meeting there shall be elected by ballot, by
plurality vote, such Trustees to fill such vacancies as exist, and such other
business may be transacted as may properly come before the meeting. The
Trustees elected at the annual meeting of the members shall not commence their
term of office until the 1st day of November next following the
annual meeting at which they were elected.
(b) Special
meetings of the members may be called at any time by the Commodore or Board of
Trustees. The Secretary shall mail a notice of such call to each member of the
corporation at his/her last known post office address at least ten days before
such meeting and such notice shall state the time and place of such meeting and
the objects thereof.
(c) All
meetings of the members for the election of Trustees or for any other purposes
shall be held near or in
(d) The board of trustees may change
the time, date, and place of the annual meeting of the members for the election
of Trustees from that fixed by these By-Laws, provided that notice thereof
shall be given to each member in person, or mailed to his/her last known
address, at least twenty days before the election is held.
(e) A complete
list of members entitled to vote shall be prepared by the Secretary and shall
be open to the examination of any member on request for thirty days prior
thereto, and during the whole time of the election.
(f) Each member
entitled to vote, shall, at every meeting of the members, be entitled to one
vote, and shall vote in person, or for the sole purpose of election of Trustees
at the annual meeting by absentee ballot, but not by proxy.
(g) Notice of
the annual meeting of the members, which shall include an absentee ballot
identifying all Trustee candidates standing for election at that annual meeting
shall be mailed by the Secretary to each member of the corporation at his/her
last known post office address, at least 21 days prior thereto.
(h) Any number
of the members of the corporation, not less than 5, who attend an annual or
special meeting of the corporation shall constitute a quorum for the doing of
all business for and on behalf of the corporation, but a lesser number of
members may adjourn from time to time without further notice until a quorum is
secured.
4. (a)
The property and affairs of this corporation shall be managed by a Board of Trustees who shall
be selected from the membership of this corporation. The number of Trustees
shall be fixed in these By-Laws at 15 elected in accordance with the provisions
of the charter and By-Laws.
(b) The annual
meeting of the corporation shall be held at such time and place as provided for
in these By-Laws of the corporation.
(c) At each
annual meeting held, pursuant to these By-Laws, five persons shall be elected
as Trustees for a period of three years.
The Trustees
shall elect at any meeting such replacements to the Board as may be necessary
to fill unexpired terms or vacancies of the Board of Trustees; provided,
however, that whenever the number of members of the Board of Trustees shall be
increased, the newly created Trustees shall be elected at the annual or special
meeting of the members of the corporation.
(d) The
members in attendance at any annual meeting of the corporation may by majority
vote elect one or more honorary Trustees to serve for a period of 10
years. An honorary Trustee shall have
such privileges as may be conferred upon him/her by resolution of the Trustees
but shall not be counted in computing a quorum or any of the limitations
imposed on the number of Trustees by these By-Laws.
(e) All past
Commodores’ of the corporation shall automatically be honorary Trustees for the
period of ten years immediately following the expiration of their last term of
office as Commodore. Such ex-commodore
honorary trustees shall have full power to vote on any matter coming before the
Board of Trustees but shall not be counted in computing a quorum nor considered
when applying any of the limitations imposed on the number of Trustees by these
By-Laws.
(f) Any
officer, director, trustee, ex-commodore or honorary board member or trustee of
the Corporation, currently serving or having served in the past, who is made a
party to or threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, by reason of his or her current or past
service to the corporation, shall be entitled to indemnification from the
corporation for all expenses, including attorneys fee, judgments, fines, and
amounts paid in settlement, actually or reasonably incurred by him in
connection with such action, suit or proceeding if he/she acted in good faith
and in a manner he/she reasonably believed to be in or not opposed to the best
interest of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful;
provided however, that any amounts paid in settlement of any action, suit, claim,
or proceeding shall be subject to approval by the Board of Trustees before the
right of indemnification shall attach.
The determination as to whether or not
any person claiming indemnification under this By-Law has met the applicable
standard of conduct shall be made on a case by case basis by the Board of
Trustees by a majority vote of a quorum consisting of trustees who were not
parties to, nor threatened to be made a party to, such action, suit or
proceeding, or if such a quorum is not obtainable, by independent legal counsel
in a written opinion.
Expenses incurred in defending a
civil, criminal, or administrative action, suit, or proceeding may be paid by
the corporation in advance of the final disposition of such action, suit, or
proceeding as authorized by the Board of Trustees in the specific case upon
receipt of an undertaking by or on behalf of the officer, director, trustee,
ex-commodore or honorary board member or trustee, employee, or agent to repay
such amount unless it shall ultimately be determined that he/she is entitled to
be indemnified by the corporation.
Any trustee elected to office shall be
obligated to attend meetings of the Association as scheduled and shall be
subject to removal for cause if said elected trustee shall fail to attend three
consecutive regular Board of Trustees Meetings. However, the Board may accept
excused absence due to illness or military commitment. This provision does not
apply to attendance at special meetings.
5. The
Board of Trustees shall have, in addition to such powers as are hereinafter
expressly conferred on it, all such powers as may be exercised by the
corporation, subject to the provisions of the statute, the Certificate of
Incorporation and the By-Laws.
6.
(a) The regular annual meeting of the Board of Trustees
shall be held each year immediately following the annual meeting of the members
of the corporation at the office of the corporation or at such other time and
place as the Board of Trustees may, by resolution or other writing, fix. At this meeting, those
newly elected trustees whose term of office shall commence on the 1st
day of November next following, shall sit with those trustees whose terms of
office will not expire on the 1st of November next following, for
the sole purpose of electing a commodore, one or more vice-commodores, a
secretary, and a treasurer from among their own number, whose terms of office
shall commence on the 1st of November next following and continue
for a period of one year or until their successors are duly elected and
qualified. After the election of
officers as herein set forth, the Trustees-elect shall have no further function
until their terms of office commence, and the business of the corporation shall
continue to be managed by the existing Board of Trustees. No notice of such
meeting to the newly elected trustees shall be necessary in order to legally
constitute the meeting provided that the meeting is held at such time and place
as the Board of Trustees have, by resolution or by other writing, fix.
(b) Regular
meetings of the Trustees shall be held at such time as may be determined from
time to time by resolution of the Board of Trustees. Notice of regular meetings shall be sent by
mail, telephone, telegraph, fax, internet or other electronic means to each
Trustee at his/her last known address or number by the Secretary at least three
days prior thereto.
(c) Special
meetings of the Board of Trustees may be called by the Commodore on three days’
notice in writing or on three days’ notice by telegraph, fax, or telephone to
each trustee and shall be called by the Commodore in like manner at the written
request of two trustees.
(d) Special
meetings of the trustees may be held outside the State of
(e) A majority
of the trustees in office or five trustees, whichever number is smaller, shall
constitute a quorum, but a smaller number may adjourn from time to time,
without further notice, until a quorum is secured.
(f) The Board
of Trustees may conduct the business of the corporation, with the exception of
amending these By-Laws or as is elsewhere prohibited in these By-Laws, by mail,
fax, internet or other electronic means; however, an affirmative vote of the
majority of the Board of Trustees shall be necessary in every case.
7. (a)
Unless otherwise determined by the Board
of Trustees, the Executive Committee shall consist of the duly elected
commodore, the one or more vice-commodores, the treasurer, and the
secretary. Further, the Board of
Trustees may, by resolution or resolutions passed by the affirmative vote of a
majority of the Board, present and voting, designate one or more other
committees, each to consist of two or more of the members or members of the
family of a member of the corporation.
b) The
Executive Committee shall not have authority to make, alter, or amend the
By-Laws, but shall exercise all other powers of the Board of Trustees between
the meetings of said Board, except the power to fill vacancies in its own
membership, which vacancies shall be filled by the Board of Trustees.
(c) The
Executive Committee and such other committees shall meet in person or by
telephone at stated times or on notice to all by any of their own number. They
shall fix their own rules of procedure.
A majority of the committee membership shall constitute a quorum and the
affirmative vote of a majority of the committee present and voting shall be
necessary in every case. Further, the
Executive Committee and such other committees may conduct business by mail,
fax, internet or other electronic means; however, an affirmative vote of the
majority of the Executive Committee or any such other committee shall be
necessary in every case.
(d) The
Executive Committee and such other committees shall keep regular minutes of
their proceedings and report the same to the Board of Trustees.
(e) Such other
committees shall have and may exercise the powers of the Board of Trustees to
the extent provided in such resolution or resolutions.
8. (a)
The officers of the corporation shall be the Commodore, the one or more Vice-
Commodores, the Secretary, the Treasurer, and such other officers as may vary
from time to time be chosen by the Board of Trustees and shall serve for a term
of one year unless re-elected.
(b) The
offices of the corporation shall be elected immediately following the annual meeting,
or at such other time and place as the Board of Trustees may, by resolution or
such other writing, fix, and who shall commence their term of office on the 1st
of November next following their election. Officers shall hold office for a
period of one year or until the successors are chosen and qualify in their
stead. Any officer chosen or appointed by the Board of Trustees may be removed
either with or without cause at any time by the affirmative vote of two-thirds
of the whole Board of Trustees. If the
office of any officer or officers becomes vacant for any reason, the vacancy
shall be filled by the affirmative vote of a majority of the whole Board of
Trustees, and the person selected to fill such vacancy shall hold office for
the unexpired term of his/her predecessor.
9. The
Commodore shall be the chief executive officer of the corporation; he/she shall
preside at all meetings of the trustees; he/she shall have general and active
management of the business of the corporation; shall see that all orders and
contracts and agreements authorized by the Board are properly executed. He/she shall have general supervision and
direction of all the officers and employees of the corporation, and shall see
that their duties are properly performed.
He/she shall submit a report of the operations of the corporation for
the fiscal year to the trustees as soon as convenient after the close of each
year, and to the members of the corporation at their annual meeting, and from
time to time shall report to the trustees all matters within his/her knowledge
which the interests of the corporation may require to be brought to their
notice. He/she shall be an ex-officio member of all committees and shall have
the general powers and duties of supervision and management usually vested in
the office of a president of a corporation.
10.
The Vice-Commodore(s) shall be vested with such powers and shall perform such
duties as may be assigned by the Commodore or prescribed by the Board of
Trustees. He/she shall execute all contracts and agreements authorized by the
Board in the absence of the Commodore.
11. The
Secretary, or his/her designated appointee, shall attend all meetings of the
corporation, the Board of Trustees, the Executive Committee and standing
committees. He/she shall act as Secretary thereof and shall record all of the
proceedings of such meetings in a book to be kept for that purpose. He/she
shall give proper notice of meetings of members and Trustees, and shall perform
such other duties as shall be assigned to him by the Commodore or the Board of
Trustees. He/she shall keep in safe custody the seal of the corporation; and,
when authorized by the Board, affix the seal to any instrument requiring the
same.
12.
(a) The Treasurer shall be responsible for keeping full and accurate accounts
of receipts and disbursements in books belonging to the corporation, and he/she
or his/her designated appointee shall deposit all money and other valuable
effects in the name and to the credit of the corporation in such depositories
as may be designated by the Board of Trustees.
(b) He/she
shall disburse the funds of the corporation as may be ordered by the Board, or
whenever they may require it, and he/she shall, upon request of the Board of
Trustees, render an account of all his/her transactions as Treasurer and of the
financial condition of the corporation. He/she shall perform such other duties
as assigned by the Commodore or as the Board of Trustees may from time to time
prescribe or require.
13. (a)
The books, accounts and records of the corporation, except as otherwise
required by the laws of the State of
(b) The books,
accounts and records of the corporation shall be open to the inspection by any
trustee or member of the corporation within 15 business days of the request at
such time or times during regular business hours as such trustee or member may
desire and it shall not be necessary for any such trustee or member to state
any reason why he/she desires such inspection.
14. All
deeds, contracts or other instruments of writing of the corporation requiring
the corporation seal to be affixed thereto shall be signed, executed, attested
and delivered by such officers of the corporation as may from time to time be
fixed and prescribed by such resolution of the Board of Trustees authorizing
the execution and delivery of such documents.
15. Notice
required to be given under the provisions of these By-Laws to any trustee,
officer or members shall not be construed to mean personal notice and, unless
other means are explicitly authorized in these By-Laws, may be given in writing
by depositing the same in a post office or letter box, in a postpaid sealed
wrapper, addressed to such member, officer or trustee at such address as
appears on the books of the corporation, and such notice’ shall be deemed to be
given at the time when the same shall be mailed. Any member, officer or trustee
may waive, in writing, any notice required to be given under these By-Laws,
whether before or after the time stated herein.
16. These
By-Laws may be amended, altered, repealed or added to by the Board of Trustees. Any member of the Board can offer a motion to
amend, alter, repeal or add to the By-Laws at any meeting of the Board of
Trustees. Such a motion is to be
presented in written form and clearly identify that portion or portions of the
By-Laws that is proposed to be amended, altered, repealed, or added to. If such motion is duly seconded, it shall be
tabled definitely without further debate for a minimum of 30 days and
distributed in written form to all members of the Board for action at the next
meeting of the Board of Trustees thereafter occurring or at a special meeting
called for that purpose. Approval will
be by an affirmative vote of a majority of the Trustees present and voting. These By-Laws also may be amended by a
two-thirds vote of the members in attendance at the annual meeting of the
corporation provided that notice of such proposed amendment is contained in the
notice of the meeting mailed to the membership in accord with section 3(g) of
these By-Laws.
17.
Membership in this corporation shall be governed by the following rules;
(a) Membership
in this corporation shall be open to all persons who profess an interest in
sailing or tennis, as a sport or hobby, who pay the required membership dues
and fees, and who are approved as follows: Regular, Sustaining, Life,
Associate, Racing Associate, and Junior Seasonal memberships (initial or
transferred) by the Board of Trustees; Trial memberships by the Club Manager or
any member of the Board. However,
pending final action by the Board, an applicant for membership shall have full
use of the club facilities with all privileges of the class of membership
applied for upon submission of a completed membership application and
accompanying fees.
(b) There
shall be seven classes of members: Life, Sustaining, Regular, Associate, Racing
Associate, Junior Seasonal, and Trial members. All active members, except
Associate, Racing Associate, Junior Seasonal, and Trial members shall have one
vote at the annual meeting of the association.
(c) Membership
shall not exceed a total of 20 Life, 50 Sustaining, 150 Regular or, 25
Associate members (plus one additional Associate for each inactive Life or
Sustaining member as of May 15th of each year), and 10 Racing
Associates. There is no limitation on the number of Junior Seasonal or Trial
members. A Trial Member can hold such
membership for a period not exceeding 30 days cumulative in any calendar year.
(d) A person
shall be eligible for Regular Membership upon the payment of a non-redeemable
initiation fee in the amount specified annually by the Board of Trustees.
(e) A person
shall be eligible for a Sustaining Membership, upon payment of a membership fee
in the amount specified annually by the Board of Trustees, which shall be
transferable as hereafter set forth.
f) A person
shall be eligible for a Life Membership upon payment of a $650 membership fee,
which shall be transferable as hereafter set forth. The names of the life
members shall be permanently displayed in the clubhouse. No life memberships
shall be accepted after
g) A person
shall be eligible for an Associate Membership upon payment of an annual fee in
the amount specified annually by the Board of Trustees, and as such shall be
entitled to all privileges of that class of membership except that of voting
and holding office. Associate memberships shall be from January 1 through
December 31. A Junior Seasonal
Membership may be extended to a person under 22 years of age for a fee in the
amount specified annually by the Board of Trustees. A Junior Seasonal member
may not vote, hold office, or charge to the Club’s account.
(h) A person
shall be eligible for an Associate Racing membership upon payment of an annual
fee in the amount specified annually by the Board of Trustees and as such shall
be entitled to the same privileges of an associate member except he/she shall
have the following restrictions; sponsorship by both the club sailing chairman
and a Racing Fleet Captain and a firm commitment to actively participate in the
RBSA club Racing Fleet races.
(i) A Racing
Associate shall be eligible, as appropriate, for a Regular membership after
being a Racing Associate for one year and proving his/her firm commitment to
participating in the Club Fleet races, as determined by both the Club Sailing
Chairman and respective Fleet Captain, and upon payment of the Regular
membership non-redeemable initiation fee.
(j) A life
member or a sustaining member may transfer his/her membership to a previously
approved applicant for membership. The new member who purchases an outstanding
membership shall be required to pay only the annual dues. A transfer fee in an amount specified
annually by the Board of Trustees for life members and one half such amount for
sustaining members shall be paid at the time of transfer by the recipient of
the membership. However, the corporation
shall have the right to purchase any membership at the time of transfer by
paying to the member the original fee paid for the class of membership being
transferred.
(k) A
sustaining or life member may become inactive upon written application to the
membership committee if he’s not in arrears as to any dues, charges or fees.
He/she may again become active upon written application accompanied by the
current annual dues. An inactive membership may be transferred to a new member,
but an inactive member shall not have any privileges of voting or use of the
facilities of the corporation.
(l) Prior to
Effective
January 1, 2001, any sustaining or life member who, failing to apply for
inactive status for that year and who has not paid their dues and any amounts
past due by May 30, shall be notified by certified mail to his/her last known
address, return receipt requested, that unless he/she contacts the corporation
concerning his/her intentions within 60 days from the posting of the notice,
his/her membership in the corporation shall be automatically canceled. If any
sustaining or life member so notified fails to contact the corporation within
the 60 days as herein provided, his/her membership shall automatically be
canceled on the 61st day after the posting of the notice without further action
by the Board of Trustees.
(m) A regular
member in good standing may convert his/her membership to a sustaining
membership upon paying the difference in the initiation fee between the two
types of membership, providing the quota of sustaining memberships as set in
the By-Laws has not been filled.
(n) Federal
excise tax or other taxes chargeable because of membership in the corporation
shall be borne by the member.
(o) All
memberships, with the exception of Trial memberships, and all transfers of
memberships are subject to prior approval of the Board of Trustees.
(p) The annual
dues for sustaining and regular members shall be in the amount specified
annually by the Board of Trustees and shall be one half that amount per year
for life members.
(q) A
membership, other than a Junior Seasonal, shall entitle the member and his or
her spouse and unmarried children 25 years of age or under to use the
facilities of the corporation subject to such rules, regulations, fees and
charges as the Board of Trustees or Executive Committee, with the approval of
the Board of Trustees, may from time to time set forth. For the purposes of these By-Laws, a spouse
is defined as the husband or wife of a marriage recognized by the State of
(r) A
membership, other than Junior, shall entitle the member and his or her spouse
to bring guests to the club provided that the member accompanies his/her guests
at all times and assumes responsibility for their guests’ actions and behavior
while they are at the club. Guests shall
not enjoy any of the privileges of membership.
The number of guests that members may have and accompany at the club at
any one time without incurring a club usage fee shall be specified by the Board
of Trustees but in no event shall exceed nine.
(s) The
“member” in a family membership shall be considered to be the individual who
signed the membership application. At any time, the designated “member” in a
family can be changed by written notice of the member to the secretary
specifying that his or her spouse shall be the new designated “member”. In the event of a divorce, the membership
shall be considered belonging to the last person so designated as member. In the event of the death of a member, the
surviving spouse shall become the “member”.
(t) The son or
daughter of a member upon reaching their 18th birthday but not later than
completion of their 25th year shall be eligible for a regular membership upon
payment of one-half (1/2) the regular non-redeemable initiation fee. The annual dues for such a member shall be
the same as that of any other regular member. This provision is not restricted
by 17(c) of these By-Laws.
(u) Membership
shall be on an annual basis from January 1 to December 31 of each year. If dues
for the current year and any amounts past due are not paid in full by May 15,
the member shall be suspended from all membership privileges and so notified by
posting of name in clubhouse or mailing of notice to last known address. If the
dues are not paid by May 30 they shall be automatically dropped from the
membership Roster.
(v) A member
may be expelled or suspended from membership in the corporation by affirmative
action of three-quarters (3/4) of the Board of Trustees present and voting for
conduct unbecoming a member of the corporation or conduct deemed detrimental to
the corporation or the sport of sailing or tennis. In a situation where the Executive Committee
deems such conduct by a member requires more immediate action, the member may
be suspended by an affirmative vote of three-quarters (3/4) of the Executive
Committee.
18. The Board of
Trustees or the Executive Committee, with the approval of the Board of
Trustees, may establish and promulgate rules, regulations and fees for the
activities of the club and the use of the facilities of the club.
19. The
racing program of the corporation shall be limited to such sailing classes as
the Board of Trustees may from time to time establish. No class shall be established unless there is
a sufficient number of members who own sailing craft in the class to be
established to justify a full racing program.
20. No
member of the corporation under any class of membership and whether on active
or inactive status, nor any person entitled to the use of the facilities of the
corporation under that membership, will be permitted to be a salaried employee
of the corporation either on a full-time or part-time basis unless the Board of
Trustees has first determined in advance that it would be in the best interest
of the corporation.
21. Only
when the Board of Trustees has first determined in advance that it would be in
the best interest of the corporation, shall the corporation do business with
any member of the corporation, or any person entitled to the use of the
facilities of the corporation under any membership, in which the individual
would receive directly any compensation whatsoever from the corporation for
service rendered to or on behalf of the corporation, or realize a net profit on
any item sold to the corporation. Such
prior approval by the Board of Trustees will be required for each occurrence. This provision shall not be construed to
prevent the corporation from reimbursing any member for documented
out-of-pocket-expenses, including but not limited to the cost of materials and
freight expended by any person included within a membership on behalf of the
corporation.
Any
trustee or officer of this corporation shall be entitled to reimbursement by
the corporation for actual out-of-pocket expenses in connection with the
performance of his/her official duties as an officer or trustee of the
corporation but no officer or trustee shall receive any compensation whatsoever
for the performance of his/her official duties as an officer or trustee of the
corporation.
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By-Laws general revisions and updates
approved by the Board of Trustees on
Section 20 revision approved by the
Board of Trustees on
Sections 1-4 revisions approved by the
Board of Trustees on
effective for the 2003 election of
Trustees).