BY-LAWS Adopted February 18,1976 Amended July 13, 2023 CONTENTS Article XII Arbitration for claims made against the club ARTICLE I SECTION 1. CLASSES OF MEMBERSHIP. The Club shall have the following classes of membership and non-resident associates, who are actively interested in yachting:
The membership of categories 1 and 2 and categories 4 and 5 of the Club shall not exceed 300 and 150 respectfully. (For purposes of the count, category 1 and 4 membership is a single unit). SECTION 2. FAMILY MEMBERSHIP. Any family of which the head of household is over twenty-one (21) years of age, of good moral character, residing on St. Croix at least six (6) months of every calendar year shall be eligible for family membership. Both husband and wife may cast a vote at any annual or special meeting and either or both may hold office, serve on the various committees and shall be entitled to enjoy all the privileges of the Club. SECTION 3. INDIVIDUAL MEMBERSHIP. 1. Any single person over twenty-one (21) years of age, of good moral character, who resides on St. Croix at least six (6) months of every calendar year shall be eligible for election to membership and upon election shall be entitled to all privileges of membership, including the right to vote at any annual or special meeting, hold office and serve on the various committees. 2. A married person whose spouse is:
SECTION 4. CHILDREN. Children (under twenty-one (21) years of age, or under twenty-three (23) years of age if a student, full time, at a recognized school of higher education) of Members and Non-resident Associate Members may enjoy the privileges of the Club except the right to vote or hold office. SECTION 5. HONORARY MEMBERSHIP. Any person may be elected to honorary membership for specified periods by a three-fourths (3/4) vote of the Board of Directors. A member so elected shall enjoy all privileges of membership, except the right to vote and/or hold office, but shall not be liable for any initiation fee, dues or assessments. Honorary members shall be limited to six (6) at any one time. SECTION 6. ASSOCIATES. None of the following categories of Associates may vote or hold office: A. NON-RESIDENT INDIVIDUAL and FAMILY ASSOCIATES. Any person over twenty-one (21) years of age, or family of good moral character, who resides less than six months of each calendar year on St. Croix shall be eligible as a Non-Resident Family or Individual Associate. B. CORINTHIAN ASSOCIATE. Any person over twenty-one (21) years of age, but less than thirty (30) years of age, who is an active sailor and of good moral character, shall be eligible as a Corinthian Associate for not more than one year. Corinthian Associates shall be limited to twenty (20) at any one time. C. JUNIOR ASSOCIATE. Any person over twelve (12) years of age but under twenty-one (21) years of age, whose parents or guardians are not members of the Club, of good moral character, may with the consent of parent or guardian, be eligible as a Junior Associate. Junior Associates shall be entitled to all privileges of the club, except the right to vote or hold office. A Junior Associate status shall terminate automatically when said Associate reaches his or her twenty-first (21) birthday. SECTION 7. APPLICATION. Any person desiring to become a member shall make written application in such form as the Board of Directors may prescribe, which shall be signed by the applicant and, in the case of a minor, by his parent or guardian, and endorsed by two regular members of at least one year, in good standing, who are not members of the Board of Directors or Officers of the Club. Each person so applying shall send his application with the prescribed initiation fee, to the Rear Commodore. SECTION 8. ELECTION TO MEMBERSHIP. The Board of Directors will vote upon all applications to a category of membership or associate. Decisions will be by a majority of those present and voting. In addition to any specified qualification necessary for membership or associate status, it must be the judgment of the Board of Directors that each election to membership or associate will be in the best interest of the Club. SECTION 9. TRANSFER. Any person desiring to transfer to another class of membership or associate status shall make application for such transfer in such form as the Board of Directors may prescribe. SECTION 10. RESIGNATION and REINSTATEMENT. Membership or Associate status may be terminated by written resignation to the Board of Directors. Upon resignation any paid dues or fees will not be refundable. Unpaid dues accrue on a monthly pro-rata basis through the month of resignation. If there are unpaid dues or fees, the resigning person will be advised by mail, return receipt requested, of the amount due. There will be included a notice that the consequences of non-payment of all indebtedness to the Club will be resignation in bad standing. The Board of Directors may reinstate a member or associate upon written application to the Membership Committee without paying the initiation fee, if such member or associate previously resigned in good standing. SECTION 11. SUSPENSION and EXPULSION. The Executive Committee, notwithstanding any other provision of the By-Laws to the contrary, on their own motions or on complaint of the Chairperson of the House and Grounds Committee, on complaint of any regular member filed with the Commodore in writing, and signed by the complainant, may cite any member or non-resident associate of the Club to appear before them to answer any charge of conduct injurious to the order, peace, interest or welfare of the Club or in variance with its objectives, By-Laws or rules. The Secretary, at the direction of the Executive Committee, shall notify in writing the member or non-resident associate so cited in the complaint of the charge filed and give him at least ten days notice to appear before the Executive Committee. The investigation of such charge shall be conducted in such manner as the Executive Committee may see fit. If upon inquiry and hearing, the Executive Committee shall be satisfied that the cited member or non-resident associate is guilty of the charge brought against him, it may censure or suspend him, or, if in its judgment the interests of the Club demand such action, they may ask him to resign or expel him and hereby terminate his membership. The Executive Committee shall be the full judge of what constitutes conduct injurious to its objectives, By-Laws or rules, and shall be sole judge of the sufficiency of the evidence by which such conduct is shown. A majority vote of the Executive Committee present and voting shall be necessary to expel or suspend a member or non-resident associate. Notice of expulsion of a member or non-resident associate shall be posted upon the bulletin boards of the Club for thirty days. SECTION 12. PROPERTY RIGHTS. Only members shall have any right or interest in the property of the Club. Termination of membership by resignation, death, expulsion or otherwise shall operate as a release of all right, title and interest in the property and assets of the Club. SECTION 13. SENIORITY. Seniority shall begin at the date of election to membership, and shall cease upon termination of membership for any reason whatsoever. In the event that a person whose membership has been terminated is reinstated, his seniority shall date from the time of such reinstatement, except that he shall receive his former seniority only upon paying all dues and charges for the period that he was not a member, as though he had been a member during such period. The secretary shall maintain a Seniority Roster. It shall be the prerogative of the Board to define from time to time the application of seniority benefits to be enjoyed by members.
ARTICLE II SECTION 1. The Executive Committee may, from time to time, admit to the privileges of the Club any individuals they deem appropriate, particularly members of the Coast Guard and other armed forces on active duty, visiting yachtsmen and visiting dignitaries. Such privileges shall continue only for such time and under such conditions as specified by the Executive Committee. SECTION 2. The Executive Committee may extend these courtesies at their discretion, so long as they are not acting inconsistently with the Articles of Incorporation and the By-Laws of the Club. SECTION 3. The Executive Committee may extend courtesies of the Club to any individual they deem appropriate. ARTICLE III SECTION 1. The Board of Directors shall determine from time to time the amounts each member and associate shall pay for annual dues and charges and when such amounts must be paid. SECTION 2. Members and associates who have not paid their annual dues, fees and charges within thirty (30) days of the due date shall have their names posted on the Club’s bulletin board in an indebtedness list. Names will be removed from the list as soon as indebtedness has been paid. Persons remaining on the list for a period of ninety days from the due date will be automatically expelled from the Club in bad standing. Notification of this change of status will be sent to the affected party by mail with return receipt requested. The Board of Directors, within 80 days of the change of status, may modify this action in any case wherein it decides that circumstances justify special consideration. SECTION 3. Each individual or associate entitled to transfer to Family Membership or a Non-resident Family Associate, except as otherwise provided in these By-Laws or by resolution of the Board of Directors, shall pay a transfer fee equal to the initiation fee then in force for members, less the amount which such applicant originally paid as an initiation fee. SECTION 4. Club members or associates who become members of the armed forces shall continue in good standing and shall be entitled to all privileges of the Club without payment of dues during such periods of active duty. Article IV SECTION 1. The members of the Club entitled to vote shall elect the officers of the Club at the annual meeting. The officers so elected shall serve a term of one year beginning immediately after the adjournment of the annual meeting at which they are elected, until adjournment of the next annual meeting or until their successors shall be elected. SECTION 2. The six members of the Board of Directors, other than the officers of the Club and the immediate Past Commodore, who shall also serve as directors, shall be elected by a plurality of members voting and entitled to vote. The directors so elected shall serve for a term of two years each or until their successor shall be elected. SECTION 3. The Nominating Committee, consisting of seven (7) voting members shall be appointed at least ninety (90) days before the next annual meeting. The Board will appoint three members of the Committee, preferably from those on the Board who are retiring or who are not seeking election to an office. The incumbent Commodore shall appoint one member to the Nominating Committee who is a Club member in good standing, and he will be designated chairperson. Each of the three (3) Board appointees will individually appoint one member from the membership at large who are Club members in good standing. Four of the seven must be boat owners. The Nominating Committee shall explain in detail to each individual selected for office, the duties and responsibilities for his or her respective office and the general policies and objectives of the prospective Commodore. No member shall serve on the Nominating Committee more than two consecutive years. SECTION 4. A quorum of the Nominating Committee shall consist of five (5) members. In filling vacancies on the new slate to be submitted, the Nominating Committee shall first consider the outgoing members of the Board before such positions are offered to the general membership. No member shall be considered for a position on the Board of Directors unless he has been in good standing for at least the preceding two years. The Nominating Committee shall not nominate one of its own members for office and shall not nominate an officer or director to a position in which they have just served two consecutive terms. SECTION 5. The slate of officers, consisting of the Commodore, Vice Commodore, Rear Commodore, Fleet Captain, Secretary, Treasurer, and three members for election to the Board of Directors shall be nominated by the Nominating Committee at least fifty (50) days before the annual meeting. Said Committee shall report the slate chosen by it to the Board of Directors prior to the public posting of the slate. The Board of Directors shall not have the right to vote the slate or any individual thereof. No public disclosure of the slate shall be made prior to its submission to the Board of Directors. The Committee shall instruct the Secretary to notify the membership by posting on the Club bulletin board at least forty-five (45) days before election, the complete slate of nominees for all offices to be filled by the election at the annual meeting. The Nominating Committee’s slate so posted on the bulletin board will advise the members of the right, by written or by electronic means, sponsorship of fifteen (15) or more regular members in good standing, filed with the Secretary not later than thirty-five (35) days prior to the annual meeting, to nominate any one or more individuals for office. The Secretary will then, within thirty (30) days prior to the annual meeting, mail or electronic means to the members entitled to vote, a written or electronic ballot with appropriate instructions for the election of officers and directors. Officers and Directors will be elected only by the results of the filled in ballots. In order to be counted, the written or electronic ballots must reach the Club Secretary on or before the call for election at the annual meeting. At the annual meeting, the Commodore will make a call for election and for all written or electronic ballots not heretofore filed with the Secretary. The Commodore shall thereupon appoint three tellers to count the ballots received in the mail or by electronic means along with those turned in at the meeting. The tellers will report the count to the Secretary, who will announce the results numerically of the election before the adjournment of the annual meeting.
ARTICLE V SECTION 1. It shall be the duty of the Board of Directors, composed of the Club’s officers, the immediate past Commodore (who shall be ex-officio) and the six elected directors to:
SECTION 2. Any sale, mortgage or encumbrance of the Club’s real property must have prior approval of the majority of members present and voting in any regular or special meeting of the membership. SECTION 3. Any director who without proper written excuse or notification absents himself from two successive meetings of the Board of Directors, or from three (3) such meetings during the calendar year, shall be deemed to have resigned from the Board. SECTION 4. The Board of Directors shall have the power to appoint an eligible member to serve the unexpired term of a position vacated by and officer or member of the Board of Directors. SECTION 5. THE COMMODORE. The Commodore shall be the chief executive officer and shall:
The Commodore shall appoint:
SECTION 6. THE VICE COMMODORE. The Vice Commodore shall assist the Commodore and in the Commodore’s absence, act as Commodore until the Board of Directors acts pursuant to Section 4 of this article.House Committee The Vice Commodore shall appoint the chairman of the
SECTION 7. THE REAR COMMODORE. The Rear Commodore shall assist the Commodore and the Vice Commodore in the discharge of their respective duties and in the absence of both of these officers shall act as Commodore until the Board of Directors acts pursuant to Section 4 of this Article. The Rear Commodore shall:
SECTION 8. THE FLEET CAPTAIN. The Fleet Captain shall:
It is the duty of the Fleet Captain to insure that the Club’s dues in the various national and international racing associations are not delinquent. SECTION 9. THE SECRETARY. The Secretary of the Club shall:
SECTION 10. THE TREASURER. The Treasurer shall:
* The purchase and sale of capital assets, except in case of emergency, shall be approved by the Board of Directors. Those purchased in an emergency by the Executive Committee shall subsequently be reported to the Board. SECTION 11. THE JUDGE ADVOCATE. Shall be appointed by the Commodore and shall act as the legal adviser to the Board of Directors of the Club. SECTION 12. THE FLEET SURGEON. Shall be appointed by the Commodore and be the medical adviser of the Club and shall cause to be provided medical instruction and assistance in first aid as well as equipment for same as the Commodore may direct. SECTION 13. THE FLEET MEASURER. The Fleet Measurer shall be appointed by the Fleet Captain. It shall be the duty of the Measurer to ascertain the dimensions of yachts of the fleet and sail areas of same as may be necessary to properly calculate handicaps in accordance with Club rues, except that recognized fleets of one design yachts organized within the Club shall appoint their own Measurer. Fees collected, if any, shall go into the general Club funds. SECTION 14. THE HISTORIAN. Shall be appointed by the Commodore, who should choose a person willing to serve more than one year so that the Historian becomes a link between Boards of Directors, and is responsible to oversee the custody of all minutes of past meetings, and the preservation of non-current material of historical value from the files of all officers and committees. The Historian’ records shall include:
ARTICLE VI REMOVAL FROM OFFICE SECTION 1. Any officer or director may be removed from office at any time by a vote of two thirds (2/3) of the entire membership. This vote shall be in person or by proxy given at any annual or special meeting of the members. SECTION 2. Any officer or director may be removed from office with or without cause at any time by the affirmative vote of at least three-quarters of the Board of Directors then in office. ARTICLE VII SECTION 1. LIABILITY OF THE BOARD OF DIRECTORS AND OFFICERS. No Directors or Officers of the Corporation shall be personally liable for his acts in such capacity to any extent greater than that provided for under the Laws of the U. S. Virgin Islands. ARTICLE VIII The Standing Committee shall have such powers and duties as may be delegate from time to time for the Commodore. All action taken by any committee shall be reported to the Board of Directors through the appropriate officer. SECTION 1. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the Commodore, Vice Commodore, Rear Commodore, Fleet Captain, the Secretary and the Treasurer. The Executive Committee may meet once each month or more often as necessary, and three (3) members shall constitute a quorum. The Executive Committee shall be entrusted with the management of the Club in the interim between regular or special meetings of said Board of Directors. At each regular or special meeting of the Board of Directors, the Executive Committee shall report to the Board of Directors all the actions that it has taken since the last Board meeting. The Treasurer, Assistant to the Secretary Treasurer and the Manager will be bonded an appropriate amount by a reputable insurance company immediately after appointment or election. SECTION 2. BY-LAW COMMITTEE. A committee, including the incumbent Commodore, shall be appointed by the Commodore to review the By-Laws for possible amendment. Said committee shall meet at least once and not later than October 1 of each year and shall submit its report to the Board of Directors for its approval at least forty-five (45) days prior to the Annual Meeting. SECTION 3. FINANCE COMMITTEE. The Finance Committee shall consist of the Chairman, the Treasurer and such other members as may be appointed by the Chairman with the approval of the Commodore. It shall report all recommendations to the Board of Directors. The Finance Committee may have functional direction over the accounting and financial affairs of the Club. It shall review the capital and expense budgets prepared by the Treasurer where feasible and ascertain that they are generally in balance with actual results. At least once each year the Committee shall examine the financial records of the Club and report their findings to the Board of Directors. This report, upon Board approval, shall be delivered to each member. The Board shall not be prevented from appointing or hiring an independent auditor at any time. SECTION 4. HOUSE COMMITTEE. The House Committee shall have general supervision and control of the house, and other Club property not already under the direction of other committees. It shall from time to time, subject to Board approval, make rules and regulations for the conduct of members in connection with the use of the house and beach facilities. It shall have the power to enforce such rules, and if necessary, under By-Laws, Article 1, Section 11, cite a member through its chairman and shall render a report of its activities for the past year at the annual meeting. It shall, from time to time, hold such meetings as may be necessary for efficient performance of its duties. SECTION 5. ENTERTAINMENT COMMITTEE. The Entertainment Committee, in cooperation with the House Committee, shall arrange through the Manager such dinners, dances and other social functions as in its judgment would be conducive to the welfare of the Club and the pleasure of its members. SECTION 6. BUILDING COMMITTEE. The Building Committee shall be in charge of construction of all new structures approved by the Board of Directors and shall work in close cooperation with the Finance Committee on the planning of building projects. It shall work under the Vice Commodore to effect speedy completion of all such projects as may come within its province. SECTION 7. MEMBERSHIP COMMITTEE. The Membership Committee, whose chairman shall be the Rear Commodore, consists of at least two (2) (including the chairman) who have been in good standing with the Club for at least one year. The Committee shall meet at the discretion of the chairman at least six (6) times a year to review all applications. After review, the Committee will report to the Board of Directors their action or lack of action on all applications. For those they have acted on, they will recommend either acceptance or rejection. The final decision, however, belongs to the Board of Directors. All proceedings of the Membership Committee and the Board of Directors upon any proposal for membership and all communications received by them in relation thereto shall be regarded as confidential, and shall not be disclosed except to state their final action thereon. SECTION 8. DOCK AND MOORING COMMITTEE. The Dock and Mooring Committee shall have control of all operational matters pertaining to the docks, sailing facilities and moorings under the Club’s jurisdiction. SECTION 9. RACE COMMITTEE. The Fleet Captain may be the Chairman of the Race Committee. The Chairman shall appoint an adequate number of members to implement the functions of the Committee. The Race Committee shall cooperate in the execution of the racing program. It shall meet with and arrange with the Race Committees of other Yacht Clubs in the area to effect interclub races and allied activities. The Race Committee shall be responsible for the procurement and proper maintenance of all Club racing marks, timepieces, signal devices and other equipment used in the direction and management of races. The Chairman of the Race Committee shall act as Regatta Chairman or shall, upon recommendation of the Commodore, nominate a Regatta Chairman to serve in his place in connection with official Club Regattas. SECTION 10. GROUNDS COMMITTEE. The Grounds Committee shall have general supervision and control of that part of the club property not under the direction of the House Committee. The Grounds Committee shall have jurisdiction over all landscaping and planting on all Club property and shall cooperate with the House and Building Committees in those matters having to do with the beatification of the Club properties and buildings, both existing and future construction. SECTION 11. WATER SAFETY COMMITTEE. It shall be the duty of this committee to establish regulations and to enforce such regulations pertaining to safety in connection with bathing, swimming, water sports and other aquatic activities that are under the jurisdiction of the Club. SECTION 12. LONG RANGE PLANNING COMMITTEE. This committee shall consider and plan major projects, improvements, renovations, changes and events that can be anticipated in the future. It shall report to the Board of Directors at least twice each year and to the general membership at the Annual Meeting. The committee shall consist of at least two (2) members, each serving a term of three (3) years, plus the incumbent Commodore. The Commodore will make the appointments. Two memberships expire each year and the succeeding appointment will be made before April first. Mid-term replacement appointments will have the term of the member replaced. Each is to serve until a successor is appointed. (The Chairman of the committee will be a member whose term next expires, except the Chairman must have had at least one year’s experience on the Committee.) SECTION 13. INSURANCE COMMITTEE. The Insurance Committee shall conduct periodic reviews of the status of the Club’s insurance and make appropriate reports and recommendations to the Board of Directors. ARTICLE IX SECTION 1. REGULAR MEETING OF THE MEMBERS. The regular annual meeting of the members of the Club shall be held on the third Wednesday of February in each year. Notice of such meeting or any adjournment thereof shall be mailed by the Secretary to the last known address of the members entitled to vote at least thirty (30) days prior to the meeting. SECTION 2. SPECIAL MEETINGS. Special meetings of the members may be called by the Commodore or by a majority of the Board at anytime, or upon written or electronic request of ten (10) or more of the members entitled to vote submitted to the Secretary. Except when a special meeting is called for the purpose of changing the bylaws or articles, the Secretary shall call the meeting within thirty (30) days from the date of the request and the Secretary shall give all members entitled to vote fifteen (15) days written or electronic notice thereof. If a special meeting is called to change the bylaws or articles, then the Secretary shall call the meeting within forty (40) days of the date of the request and the Secretary shall give all members entitled to vote thirty (30) days written or electronic notice thereof. Notice hereunder shall state the object of such a meeting and, with respect to a call to change the bylaws or articles, the notice shall include a copy of the proposed amendments. No business other than that stated in the notice shall be transacted at such special meeting. SECTION 3. QUORUMS AT MEETING OF MEMBERS. One quarter (1/4) of the members entitled to vote shall constitute a quorum at all meetings of the members of the Club. SECTION 4. VOTING AND PARTICIPATION. At all meetings of the members, all matters other than the annual election of officers and directors (which shall be done exclusively by written or electronic ballots mailed in or delivered to the Secretary) and other matters specifically regulated by statute, shall be determined by a majority vote of the members present in person or by proxy. Voting at meetings shall be by voice except that a show of hands or written vote may be ordered by the chairman of the meeting or by a majority of those present and voting. Only members in good standing (those not on the indebtedness list) shall be entitled to vote. SECTION 5. ORDER OF BUSINESS. The order of business at the annual meeting and special meetings of the Club and at regular meetings of the Board of Directors shall be:
SECTION 6. REGULAR MEETING OF THE BOARD OF DIRECTORS. Regular meeting of the Board of Directors shall be held the third week of every month of the year commencing with January. Dates of future meeting may be altered in the adjournment motion of any given meeting. Any Board of Directors meeting may take place by means of electronic communications, whereby all persons participating in the meeting can receive all communications taking place and can communicate with each other at the same time. Participation in any such meeting shall constitute attendance in person at such meeting. Attendance by electronic communications shall only be utilized when physical attendance is not possible. SECTION 7. SPECIAL BOARD OF DIRECTORS MEETINGS. Special meetings of the Board of Directors may be called at any time by the Commodore, or upon written request of two or more directors addressed to the Secretary of the Club. SECTION 8. NOTICE OF THE BOARD OF DIRECTORS MEETING. Notice of each meeting shall be mailed or sent by electronic means to each member of the Board at least six (6) days prior to the meeting. SECTION 9. QUORUM AT MEETINGS OF THE BOARD OF DIRECTORS. Seven (7) members of the Board of Directors shall constitute a quorum. In the event that a quorum is not present, the meeting will be adjourned to a given date with due notice. SECTION 10. BUSINESS TRANSACTED. No business shall be transacted at any meeting of the members or of the Board of Directors unless a quorum is present, but the meeting may be adjourned to any given date with due notice. SECTION 11. PARLIAMENTARY AUTHORITY. All parliamentary procedure not otherwise specified in these By-Laws will be in accordance with Robert’s Rules of Order, latest revised edition. ARTICLE X The fiscal year shall be the first day of January each year. ARTICLE XI The members may amend the By-Laws at any regular or special meeting called for that purpose. The Secretary shall give the general subject matter of any such proposed amendment to each member entitled to vote by mailing or electronic notice of the meeting thirty (30 days prior to the meeting. Approval must be by a vote of at least two-thirds (2/3) of the regular members present in person or by proxy, or by electronic means at any regular or special meetings called for that purpose. No less than five voting members or a majority of the Board of Directors shall propose amendments. ARTICLE XII ARBITRATION FOR CLAIMS MADE AGAINST THE CLUB Any controversy, dispute or claim arising out of or in connection with members, guests or family related to membership, attendance of sanctioned club functions, or presence on the club grounds will be settled by final and binding arbitration to be conducted in the United States Virgin Islands unless otherwise agreed to in writing by the parties under the American Arbitration Association rules then in effect. The decision or award in any such arbitration will be final and binding upon the parties and judgment upon such decision or award may be entered in any court of competent jurisdiction or application may be made to any such court for judicial acceptance of such decision or award and an order of enforcement. Any disagreement as to whether a particular dispute is applicable under this Agreement will itself be subject to arbitration in accordance with the procedures set forth herein. Furthermore, the parties waive any and all claims to damages beyond actual damages incurred. |