Bylaw No. 1

1. This bylaw relates to the transaction of the affairs of The Westwood Sailing Club (herein after referred to as the “Club”).

Revocation

2. All previous bylaws are hereby revoked and replaced by the following bylaw.

Board of Directors

3. The affairs of the Club shall be managed by a board of twelve directors.

4. The directors of the Club shall constitute the board of directors (herein after referred to as the “Board”) and shall consist of the following positions with the specified duties in addition to any other duties that may be assigned.

The Commodore

shall be the chief executive director and shall be responsible for the management of the Club.

The Vice Commodore

shall act as chief executive director in the absence of the Commodore and shall be responsible for training and safety.

The Secretary

shall perform all the duties normally required of a corporate secretary.

The Treasurer

shall administer the financial affairs of the Club. He/she is responsible for maintaining proper accounting records, preparation of budgets and financial statements, banking, cash control and appropriate regulatory filings. The Treasurer shall administer his/her responsibilities according to the Club’s policies and procedures. Any significant deviation from the policies and procedures must be approved by the Board.

The Communications Director

shall be responsible for the Club website and email communications.

The Property Manager

shall be responsible for overall management of the Club site. This will include safety, security and maintenance of the Clubhouse, docks, and equipment lockers.

The Membership Chairperson

shall be responsible for marketing, membership recruitment, and scheduling, maintenance and publication of the membership list.

The Fleet Captain

shall be responsible for the maintenance of the Club boats and related equipment.

The Racing Chairperson

shall be responsible for the entry of Club boats into races, running the Club Regatta and organizing other racing events and race training sessions.

The Social Director

shall be responsible for the social activities sponsored by the Club.

The Clubhouse Convenor

shall be responsible for care of the Clubhouse facilities and management of Clubhouse supplies.

Past Commodore or Director

The Past Commodore shall be a director ex officio of his/her positions as immediate Past Commodore. Where an immediate Past Commodore is elected to any positions on the Board, the position of Past Commodore shall be filled by a director elected under Section 5.

Election of the Board

5. Subject to Section 4 and 6, each director shall be a regular member and be elected to hold office until the next election or until his/her successor has been duly elected.

6. A regular member can only be nominated for the position of Commodore if he/she has served on the Board previously.

7. Honorary or social members may be nominated, elected or appointed to hold office as directors if approved by regular members at a general meeting.

8. Each director being elected must be elected by a majority of the votes cast at a general meeting.

Removal and Vacancies

9. The member of the Club may, by resolutions passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such a resolution has been given, remove any director before the expiration of his/her term of office and may by a majority of votes cast at that meeting elect any person in his/her stead for the remainder of his/her term.

10. In the event that a position becomes vacant, the Board may fill the vacancy by appointing a successor for the remainder of the term of office of Board position.

11. Any director may resign his/her position by notifying either the Commodore or the Secretary.

Quorum and Meetings of the Board

12. A majority of the directors shall form quorum of the transaction of business.

13. The Board may hold its meetings at such place or places as it may from time to time determine.

14. Director’s meetings may be formally called by the Commodore or Vice Commodore or can be called by the Secretary on the direction, in writing, of two directors. The person calling the meeting shall be the Chairperson of that meeting.

15. The Board may designate another director to fulfill the function of secretary in the absence of the Secretary.

16. Notice of director’s meetings shall be delivered, telephoned or faxed to each director not less than three days before the meetings is to take place or shall be mailed to arrive not less than five days before the meeting is to take place.

17. The Board may appoint a day or days in any month or months for regular directors, meetings at an hour named by them of such regular meetings and notice does not need to be sent. A director’s meeting may also be held, without notice, immediately following each annual meeting of the Club.

Conduct of Meetings of the Board

18. The directors may consider or transact any business at any meeting of the Board.

19. No error or omission in giving notice for a meeting of directors shall invalidate any procedure taken at such meeting and any director may at any time waive notice of such meeting and may at any time ratify and approve of any or all proceedings taken thereat.

20. Questions arising at any meeting of directors shall be decided by a majority of those present. In case of a tie vote, the Chairperson in addition to his/her original vote shall have a second tie-breaking vote.

21. All votes at any Board meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken by assent or dissent.

22. The directors are not to receive nay form of remuneration for their services, other than reimbursement of expenses incurred directly in the operation of the Club.

Membership

23. There shall be three classes of membership, namely:

  1. regular member
  2. honorary member
  3. social member.

24. Regular members shall be persons of nineteen years of age or over at the time that applications for membership are accepted by the Membership Chairperson in the exercise of his/her authority and who have paid the annual membership fee.

25. Applicants for regular membership shall pass a swimming test set by the Board.

26. By-law 25 does not apply to persons who have passed the swimming test in a prior year.

27. Honorary members shall be:

  1. persons extended the privilege of regular membership in the Club gratis by the Board for a specified amount of time that is no greater than one year, or
  2. pe rsons accorded the privilege of regular membership in the Club gratis for their lifetime subject to those persons applying for membership each year, their applications being accepted by the Board and their having been regular members of the Club in 25 separate years.

28. Social members shall be persons of nineteen years of age or over whose application for social membership has been accepted by the Membership Chairperson in the exercise of his/her authority and who have paid the annual social membership fee.

29. Social members shall receive the Club newsletter and be able to attend all social functions of the Club as if they were regular members. Social members may sail three times during the season but shall not race in Club boats.

30. Membership for each year shall commence the first week of April in each year.

31. Membership in any class is not transferable to another person and shall lapse automatically at the end of March in each year.

32. A member in any class may resign by letter to the Membership Chairperson.

33. The maximum number of regular members of the subsequent year shall be determined by the members at an Annual General meeting. The Board may limit the number of current members in each class of membership but it may not increase the regular membership limit above the maximum approved by the members at an Annual General Meeting.

34. The annual membership fee shall be determined by the Board.

General Meetings

35. The Board shall call one general meeting of the membership each year to be known as the Annual General Meeting, which shall be held in the fall.

36. At the Annual General Meeting, in addition to any other business that may be transacted, the reports of the directors shall be presented, as shall the financial statement of the Club’s accounts. The directors shall be elected and appointed for the ensuing year.

37. The Board may call general meetings at any time for the transaction of general business.

38. Notice calling general meetings shall be mailed to all regular members at least ten days prior to the meetings and shall include an agenda for the meetings.

39. A general meeting may consider and resolve any matter without notice save those matters for which notice must be given under the Corporations Act.

Voting at General Meetings

40. There shall be a fifteen percent (15%) minimum number of eligible voting members necessary to constitute a quorum at any general meeting.

41. Only regular and honorary members are entitled to vote at meetings.

42. A standing vote or vote by hand may be undertaken at a meeting, but a vote by ballot shall be undertaken at the request of a voting member.

43. To encourage individual involvement, to simplify the voting procedure and to further the social cohesiveness of the Club, the use of proxies at all meetings is prohibited.

Committees

44. The Board may recruit and appoint from the members any standing or special committees required to assist in the operation of the Club and such committees shall report to the Board.

45. The commodore shall be ex-officio a member of every such committee.

Suspensions and Expulsions

46. The Board may suspend at any time, any regular, honorary or social member or expel any regular, honorary or social member on written notice to that member for breach of the bylaws or any regulations passed by the Board or for general misconduct.

47. Any member who is suspended shall not enjoy any of the privileges of membership in the Club, participate in its activities or make use of any of its facilities.

48. At any meeting of the Board called to suspend a member, that member shall be entitled to attend and is entitled to the same notice as any director.

Financial Affairs

49. Unless otherwise ordered by the Board, the fiscal year of the Club shall terminate on September 30th each year.

50. The Club shall establish and continue a contingency fund maintained in an account separate from the general accounts of the Club, and no more than $5,000 may be removed from the account by the Board in any one fiscal year without the approval of a general meeting.

51. Not less than ten percent (10%) of the membership revenue for a given fiscal year shall be added to the contingency fund by the Board during that year without the approval of a general meeting.

52. Any one of the Commodore, Vice Commodore, Secretary and Treasurer may sign documents or cheques on behalf of the Club, subject to further restriction by resolution of the Board.

53. The maximum number of boats that the Club may own must be set and changed by a majority vote held at a general meeting.

54. No sale or purchase of a boat with or without standing rigging save for replacement of a boat of the same class may be made without prior approval of a general meeting.

55. No replacement of more than five (5) boats may be made in anyone fiscal year without prior approval of a general meeting.

56. The Club shall exercise a policy of replacing a minimum of one Albacore yearly.

General Affairs

57. The Board may make regulations regarding the use of the Club equipment, facilities and name.

58. All regulations shall be published in the membership handbook.

59. The Club shall have a newsletter published on such dates as the Board may determine.

60. The sailing season shall be determined by the Board from year to year and announced in the first issue of the Club newsletter.

61. Any person using a Club sailboat in the water is required to wear a life jacket or personal flotation device, from the beginning of the Club sailing season to June 30th inclusive, and from September 1st up the end of the Club sailing season.

62. All life jackets or personal flotation devices must be MOT approved.

Liability

63. The Club shall not be liable for any injuries, loss or damage to goods or property of any member or member's guest.

Renewal of Membership

64. Prior to the first week of April in any year, current members will have an opportunity to become members for the ensuing year.

Dissolution of Club

65. Upon dissolution of the club, the club's net remaining assets or proceeds from the sale of the assets will be distributed at the direction of club's membership to non-profit organization(s) that meet Westwood's purpose. The distribution of the club's assets must not financially benefit individual members and must be approved by at least 80% of votes cast at a general meeting.