Bahia Corinthian Yacht Club
BCYC
Latitude 33° 36' 24" N | Longitude 117° 53' 07" W
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AMENDED AND RESTATED BYLAWS

OF

BAHIA CORINTHIAN YACHT CLUB

A California Nonprofit Mutual Benefit Corporation

ARTICLE I

NAME, OFFICES AND PURPOSE

1.1   NAME. The name of this corporation shall be Bahia Corinthian Yacht Club (herein referred to as the “Club”). The burgee of the Club shall be a pointed flag; the device a blue five pointed star–point up–in the center of a white diamond; all on a red field.

1.2   PRINCIPAL OFFICE. The principal office for the transaction of the business of the Club (“principal executive office”) is located at 1601 Bayside Drive, Corona del Mar, in Orange County, California. The Board of Directors may change the principal executive office from one location to another. Any change of this location shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.

1.3   PURPOSE. The purpose of the Club is to operate as a private not for profit, yachting club for the social and recreational benefit of its Members.

1.4   CONSTRUCTION. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Mutual Benefit Corporation Law (the “Law”) shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.

ARTICLE IIMEMBERSHIP

2.1   GENERAL.

(a)   Classes of Membership. The Club shall have six (6) classes of Membership, designated as:

1. Flag

* Regular Flag

* Founder [Closed]

* Non-Resident

* Special Flag [Closed]

* Life [Closed]

* Emeritus

* Senior Staff Commodore

__________________________

* Supplemental categories to Flag Membership

2. Junior Flag

3. Junior

4. Racing

5. Distinguished Racing

6. Honorary

(b)   Non-Discrimination. Membership shall not be restricted on the basis of gender, race, creed, religion, national origin or sexual orientation.

(c)   Special Membership Drives. The Board of Directors shall have the power to set, or waive, special initiation fee rates for limited periods when Membership drives are deemed to be in the best interest of the Club.

(d)   Special Classes of Membership. The Board of Directors shall have the power to establish special classes of Membership and initiation fees and dues applicable thereto; provided, however, such additional special classes of Membership shall not adversely affect the rights, duties and obligations of the then existing classes of Membership.

(e)   Quotas. The Board of Directors may from time to time vary the quotas set upon all classes and supplemental categories of Membership, with the exception of Founder, Special Flag and Life which are closed supplemental categories of Membership.

(f)   Extensions. Upon application to and approval by the Board of Directors, any candidate or Member with option or conversion rights who, while on active duty in the Armed Forces, has reached the age for exercising such option or conversion rights, may have the privilege extended for a period not exceeding six months following separation from active duty.

(g)   Rules and Regulations. A holder of a Membership and all persons entitled to the privileges under said Membership shall abide by and fully comply with all Rules and Regulations which may, from time to time, be adopted by the Board of Directors or management with respect to the business of the Club, the reasonable and safe use and enjoyment of the facilities of the Club and Club sponsored events, whether on or offsite.

2.2   FLAG MEMBERSHIP.

(a)   Proprietary Membership. Flag Membership is a proprietary Membership and as such constitutes an ownership interest in the Club, its property and net assets. All other classes of Membership are non-proprietary and as such have no right, title or interest in the Club, its property or assets. Flag Memberships shall be subject to assessment in accordance with these Bylaws unless excluded or modified in the conditions of a supplemental category. All other classes of Membership shall be non-assessable.

(b)   Quota. Flag Membership shall be limited to five hundred (500) memberships.

(c)   Qualifications. Extended to persons twenty-one (21) years of age or over, single or married. Spouse and unmarried children under twenty-five (25) years of age have full Membership privileges.

(d)   Initiation Fees and Dues. Initiation fees and dues shall be established from time to time by the Board of Directors. The Board of Directors shall also establish, from time to time, minimum food and beverage purchase requirements.

(e)   Any member of an SCYA recognized yacht club for at least 12 months during the last 18 months will be eligible for membership at 1/2 of the normal initiation fee.

(f)   Transfer Rights. A Flag Member in good standing has the right to sell or transfer such person’s Membership subject to the following conditions:

(i)   The Member is not indebted to the Club at the date the transferee is admitted to Membership;

(ii)   The proposed transferee shall apply for and be accepted to Membership in the manner prescribed by Article III of these Bylaws;

(iii)   A transfer fee equal to one-third (1/3) of the then current full initiation fee (rounded to the nearest dollar) is paid to the Club;

(iv)   The Member shall not identify the Club when advertising the Membership for transfer; and

(v)   The Member is solely responsible for the sale of the Membership.

If the Member identifies the Club when advertising a Membership for transfer, the Club will retain both the transfer fee and any additional amount being paid by the proposed transferee for the Membership.

(g)   Title.

(i)   General. Except as otherwise provided in these Bylaws, title to a Flag Membership can be held by natural persons only, either individually or jointly by spouses, as they shall specify. In the event of dissolution of marriage, the Membership shall be transferred as the Member spouses shall agree or pursuant to the order of a court having jurisdiction. In the event of the death of a Member, title to the Membership shall pass to the surviving spouse of the deceased, or if there is no surviving spouse, shall revert to the estate of the deceased Member and thereafter become subject to the provisions of Section 2.2(f) of these Bylaws governing transfers of Memberships. When the ownership of a Membership is transferred by reason of the death of a member, the Membership shall include all the rights and/or responsibilities vested or accrued to the deceased member at the time of his death. Subject to the provisions of Section 2.2(f) and 2.2(i) of these Bylaws, a Flag Membership may be transferred at any time to a spouse, parent, son, daughter or stepchild of a Member without a transfer fee.

(ii)   Significant Others.

(A) Any unmarried Flag Member may designate another adult person with whom such person permanently dwells as such Member’s Significant Other and register the designation with the Club. A registered Significant Other designated in accordance with this Section 2.2(g)(ii)(A) shall have full use of the Club facilities while so registered. The sponsoring Member, by registering the Significant Other, agrees to assume all legal responsibility for the acts of and charges incurred by the Significant Other. The sponsoring Member can withdraw the registration at any time by giving written notice to the Club. The Board of Directors shall from time to time establish administrative policies and rules necessary to implement this provision of the Bylaws. Nothing in this provision precludes a Significant Other from applying for or becoming a Member.

(B) Any unmarried Flag Member may designate another adult person with whom such person permanently dwells as such Member’s Significant Other and assign to such Significant Other an equal ownership interest in such Member’s Membership; provided, however, that the Member and the Significant Other, at the time of designation or initial purchase of the Membership, must designate by written agreement which individual shall be entitled to ownership of the Membership in the event of termination of the relationship between the Member and the Significant Other. Such written agreement shall be in a form reasonably acceptable to the Club. A Significant Other designated in accordance with this Section 2.2(g)(ii)(B) shall have all the rights, privileges and responsibilities of a Flag Member, including, but not limited to, the right to vote and to hold office.

(h)   Regular Flag Membership. Unless otherwise specifically designated, all Flag Members hold Regular Flag Memberships.

(i)   Founder Membership. As of the date of these Bylaws, Founder Membership is a closed supplemental category of Membership and no additional Founder Memberships may be issued. Founder Membership is a proprietary Flag Membership which when issued, also included one inactive Regular Flag Membership. This inactive Regular Flag Membership was in addition to any other Regular Flag Membership then owned by the Founder Member and did not affect any of the rights and obligations applicable to such other Regular Flag Membership. Founder Membership also carried with it the following special rights, privileges and limitations:

(i)   Founder Memberships are not subject to dues or assessments. Founder Members were issued special platinum Membership cards. A Founder Membership cannot be sold or transferred and is only valid during the life of the Founder Member and his or her surviving spouse. All proprietary rights and the inactive Regular Flag Membership acquired with the Founder Membership, if still retained, shall terminate on the death of the Founder Member or surviving spouse of the Founder Member, whoever dies later. Founder Membership shall be subject to the minimum food and beverage purchase requirements applicable to Regular Flag Membership.

(ii)   A Founder Member and his or her surviving spouse may continue to hold their one inactive Regular Flag Membership without that one Regular Flag Membership being subject to dues, assessments or minimum food and beverage purchase requirements.

(iii)   A Founder Member or his or her surviving spouse may hold the inactive Regular Flag Membership or may transfer that inactive Membership in accordance with these Bylaws, except no transfer fee shall be charged. This Regular Flag Membership shall, upon transfer, have all the rights and be subject to dues, assessments, minimum food and beverage purchase requirements and all other provisions of these Bylaws applicable to Regular Flag Memberships. While inactive, no proprietary rights shall accrue to the inactive Regular Flag Membership. A Founder Member may activate the “Inactive Regular Flag Membership” described herein without regard to any Flag Membership quota limits imposed elsewhere in these Bylaws.

(j)   Non-Resident Membership. Upon application to and approval by the Board of Directors, a Flag Member who moves the Flag Member’s principal place of residence more than seventy-five (75) statute miles away from the Corona del Mar Club location may become a Non-Resident Member. After one (1) year of Membership, a Flag Member who resides more than seventy-five (75) statute miles away from the Corona del Mar Club location may likewise apply for Non-Resident Membership. Full time residents of Catalina Island are also eligible for Non-Resident status. A Flag Member who establishes a secondary residence within seventy-five (75) statute miles of the Corona del Mar Club location or who moors a vessel in Newport Harbor will not be eligible for Non-Resident Membership. Non-Resident Members as of November 1, 2003 may retain their Non-Resident status unless they establish a primary place of residence within seventy-five (75) statute miles of the Corona del Mar Club location. Dues for Non-Resident Members shall be one-half (1/2) of the then current Flag Membership rate. Non-Resident Members are not subject to assessments or minimum food and beverage purchase requirements. Privileges are limited. Non-Resident Members may not hold office or lease a marina slip, dry storage space or locker. Non-Resident Members may not be on the waiting list for a marina slip, dry storage space or locker. A Non-Resident Membership may be transferred pursuant to the same terms and conditions of transferring a Regular Flag Membership. A Non-Resident Membership shall be automatically reconverted to a Regular Flag Membership if the Member establishes a primary or secondary residence within seventy-five (75) statute miles of the Corona del Mar Club location or moors a vessel in Newport Harbor.

(k)   Special Flag Membership. As of December 31, 2013, Special Flag Membership is a closed supplemental category of Membership and no additional Special Flag Memberships may be issued. Special Flag Membership was previously available to the surviving spouse of a Flag Member upon application by the surviving spouse to the Board of Directors for Special Flag status. Special Flag dues and minimum food and beverage purchase requirements and assessments shall be one-half (1/2) of the then current Flag Membership rates. Special Flag Memberships are transferable as a Regular Flag Membership, subject to all provisions of these Bylaws governing the transfer of Memberships. Upon transfer, the privileges of Special Flag Membership shall terminate. The privileges of Special Flag Membership shall also terminate upon the marriage of the Special Flag Member or the designation by the Special Flag Member of a Significant Other pursuant to Section 2.2(g)(ii) hereof.

(l)   Life Membership. Life Membership is a closed supplemental category of Membership and no additional Life Memberships may be issued. Life Membership was previously a special category of Flag Membership carrying all rights and interest of a Flag Membership. Life Membership was previously conferred only by approval of the Board of Directors on a Flag Member in consideration of exceptional service and dedication to the Club. Life Members shall pay no dues and minimum food and beverage purchase requirements and assessments shall be waived. Life Memberships are transferable as a Regular Flag Membership, subject to all provisions of these Bylaws governing the transfer of Memberships. Upon transfer, the privileges of Life Membership shall terminate.

(m)   Emeritus Membership. Effective December 31, 2013, upon reaching the age of eighty (80), a Flag Member who has been a Member in good standing for a minimum of twenty (20) years may apply to the Board of Directors for Emeritus status. Prior to January 1, 2014, upon reaching the age of eighty (80), a Flag Member who has been a Member in good standing for a minimum of ten (10) years may apply to the Board of Directors for Emeritus status. Members who become Emeritus Members or on before December 31, 2013, shall pay no dues, no minimum food and beverage purchase requirements and full assessments. Members who become Emeritus Members after December 31, 2013, shall pay one-half (1/2) of the current Regular Flag rates for dues and one-half (1/2) of the current minimum food and beverage purchase requirements, but shall not pay assessments. Emeritus Members shall not have marina privileges. Emeritus Memberships are transferable as a Regular Flag Membership, subject to all provisions of these Bylaws governing the transfer of Memberships. Upon transfer, the privileges of Emeritus Membership shall terminate.

(n)   Senior Staff Commodore. Any Staff Commodore whose age plus years of Club membership total eighty (80) or more, and is a member in good standing, may apply to the Board of Directors for Senior Staff Commodore status. Members who were designated as Senior Staff Commodore Members on or before December 31, 2013, shall pay no dues and minimum food and beverage purchase requirements or assessments. Members who were designated as Senior Staff Commodore Members after December 31, 2013, shall pay no dues and minimum food and beverage purchase requirements but shall be required to pay assessments. Senior Staff Commodore Members shall not have marina privileges. Senior Staff Commodore Memberships are transferable as a Regular Flag Membership, subject to all provisions of these Bylaws governing the transfer of Memberships. Upon transfer, the privileges of Senior Staff Commodore Membership shall terminate.

2.3   JUNIOR FLAG MEMBERSHIP.

(a)   Qualifications. Junior Flag Membership is available to persons from twenty-one (21) to thirty nine (39) years of age. Application for Junior Flag Membership must be made prior to the applicant reaching his or her fortieth (40th) birthday. Junior Flag Membership is available to both married and single applicants, but if married, both spouses must meet the age requirements. The total number of Junior Flag Memberships outstanding may not exceed one hundred (100). The Junior Flag Membership has all the rights and privileges of a Regular Flag Membership except as follows:

(i)   Junior Flag Memberships are not transferable and are non-equity Memberships. A Junior Flag Member may not hold elective office and does not have voting rights.

(ii)   Junior Flag Membership is subject to the procedures of Article III of these Bylaws pertaining to admission of Members.

(iii)   Junior Flag Memberships are entitled to use of Marina, Boat Yard and Inside Storage Space with the following restrictions: (a) Junior Flag Members are entitled to place their name on the Marina, Boat Yard and Inside Storage Space “wait-list”; and (b) upon being notified of an available space in any of the three locations, their priority shall be subordinate to that of a Regular Flag Member, regardless of the year the Regular Flag Member becomes a Member, unless within the posting period for the available space, the Junior Flag Member converts to Regular Flag status.

Junior Flag Memberships expire if not converted to Regular Flag Membership prior to the Junior Flag Member’s 40th birthday unless extended by virtue of military service pursuant to Section 2.1(f) of these Bylaws.

(b)   Initiation Fees, Dues, Assessments and Minimum Food and Beverage Requirements. Junior Flag class initiation fees, dues and assessments and minimum food and beverage requirements are as follows:

INITIATION FEES:

(i)   Age 21 to 30 — $1,000.00; and

(ii)   Age 31 to 39 — $1,500.00.

      DUES:

(ii)   Age 31 to 39 — 50% of current Regular Flag rate.

      ASSESSMENTS:

MINIMUM FOOD AND BEVERAGE:

(i)   Age 21 to 30 – 1/3rd of current Regular Flag rate; and

(ii)   Age 31 to 39 – 2/3rds of current Regular Flag rate.

(c)   Application for Junior Flag Membership. An application for Junior Flag Membership must be submitted and accompanied by payment of the applicable monthly dues and an initiation fee as set forth above. A child of a Flag Member in good standing, after reaching the age of 21 and before reaching the age of 30, is not required to pay an initiation fee upon becoming a Junior Flag Member.

(d)   Conversion to Regular Flag Membership Status. Junior Flag Members who reach the age of 40 may convert to Regular Flag status upon paying the Regular Flag Member initiation fee set the year they became a Junior Flag Member less a credit of 10% per year for each full consecutive year they remain a Junior Flag Member with a cap of 50% of the Regular Flag initiation fee set the year they become a Junior Flag Member. To convert to Regular Flag status, the Junior Flag Member must submit an application accompanied by payment of the then current Regular Flag monthly dues plus the initiation fee calculated as set forth herein. Such Membership application is subject to the provisions of Article III, but will be considered ahead of any new applicants if Membership categories are filled.

2.4   JUNIOR MEMBERSHIP.

(a)    Qualifications. Extended to persons between the ages of five (5) and twenty-one (21). The total number of Junior Memberships outstanding may not exceed seventy-five (75).

(b)   Initiation Fees and Dues. There shall be no initiation fee for Junior Membership. Monthly dues shall range from one-fifth (1/5) to one-third (1/3) of Regular Flag dues, rounded up to the nearest whole dollar, as determined by the Board of Directors each year.

(c)   Junior Memberships are not transferable. Junior Members may not vote or hold elective office other than a Junior office.

(d)   Upon the Junior Member reaching age eighteen (18) and before reaching the age of twenty-two (22), Junior Members may convert to Racing Flag (subject to approval of the Board of Directors based upon recommendation of the Racing Member Advisor) or Junior Flag Membership with all rights upon payment of one-half (1/2) the then current initiation fees for that Membership class.

(e)   Use of the Club’s facilities is extended only to the Junior Member and one Junior-aged guest. Parents, grandparents or guardians of the Junior member may not use Club facilities unless such use is associated with a scheduled Junior Activity. If attending a scheduled Junior Activity, the Junior Member’s parents, grandparents or guardian are considered guests of the Club and are permitted to park in the Club parking lot with a guest parking pass.

(f)   A Junior Member shall be required to participate in a certain number of yachting events each year and shall consistently and creditably represent the Club in yachting activities. The Junior Member will also be required to participate in a limited number of Club activities. These requirements will be established by the Junior Sailing Committee.

(g)   The Junior Sailing Committee shall monitor the activities of the Junior Program and provide recommendations to the Junior Director through the Chairperson(s) of the Junior Sailing Committee.

(h)   Junior Members do not have marina or boatyard storage privileges. Junior Members may have sabot and laser storage privileges in designated areas in conjunction with the Junior Program.

2.5   RACING MEMBERSHIP.

(a)   Qualifications: Sailors age eighteen (18) through thirty-four (34) who have demonstrated exceptional ability as either skipper or crew and are approved for Membership by the Racing/DRM Member Advisors Committee and by the Board of Directors are eligible for Membership as Racing Members.

(b)   Racing Members do not pay initiation fees, dues, food and beverage minimum charges or assessments. Racing Membership is a non-equity, non-transferable Membership.

(c)   A Racing Member, along with his or her spouse and children, shall be entitled to all Club privileges of a Regular Flag Member, other than voting, occupying space in the marina, and holding elective office.

(d)   Guests of a Racing Member may use the Club facilities only when the Racing Member is present.

(e)   A Racing Member shall be an active participant in yachting events and shall consistently and creditably represent the Club in yachting activities.

(f)   Racing/DRM Member Advisors Committee members who possess knowledge of sailboat racing sufficient to judge the qualifications of each Racing Member or Distinguished Racing Member shall be appointed each year by the Commodore. The Racing/DRM Member Advisors Committee shall monitor the activities of Racing Members, approve new Racing Members, organize Racing Member projects and review periodically, at least annually, the qualification of each Racing Member for continued Membership. Sailing Resumes will be submitted annually, in the month of January. Actions taken by the Racing/DRM Member Advisors Committee, including recommendations with respect to continued Membership for each Racing Member, shall be submitted to the Board of Directors for its approval.

2.6   DISTINGUISHED RACING MEMBERSHIP.

(a)   This is a special category of membership reserved exclusively for outstanding racing sailors whose age exceeds the maximum age for Racing Members. To qualify for this category, an active racing sailor must annually demonstrate to the Board of Directors that he or she competes successfully in prestigious regattas, in a capacity such as skipper, tactician or other comparable position. A sailor with a history of racing may also qualify as a Distinguished Racing Member by demonstrating to the Board of Directors that he or she has performed significant race management duties at a very high level and will continue to do so actively. A Distinguished Racing Member shall be an active participant and shall credibly represent the Club in major yachting events. Sailing Resumes will be submitted annually, in the month of January. Actions taken by the Racing/DRM Member Advisors Committee, including recommendations with respect to continued Membership for each Distinguished Racing Member, shall be submitted to the Board of Directors for its approval.

(b)   Distinguished Racing Members do not pay initiation fees, dues, food and beverage minimum charges or assessments. Distinguished Racing Membership is a non-equity, non-transferable Membership.

(c)   A Distinguished Racing Member, along with his or her spouse and children, shall be entitled to all Club privileges and obligations of a Regular Flag Member, other than voting, occupying space in the Marina, and holding elective office.

(d)   Guests of Distinguished Racing Members may use the Club facilities only when the Distinguished Racing Member is present.

(e)   The Racing/DRM Member Advisors Committee shall monitor the activities of Distinguished Racing Members, approve new Distinguished Racing Members, and review periodically, at least annually, the qualification of each Distinguished Racing Member for continued Membership. Sailing Resumes will be submitted annually, in the month of January. Actions taken by the Racing/DRM Member Advisors Committee, including recommendations with respect to continued Membership for each Distinguished Racing Member, shall be submitted to the Board of Directors for its approval.

2.7   HONORARY MEMBERSHIP.

(a)   Honorary Memberships are conferred annually for a one year term upon local dignitaries and other persons as determined by the majority vote of Board of Directors. Honorary Memberships are also conferred annually without action by the Board of Directors for a one year term upon the junior staff commodores of Southern California Yachting Association yacht clubs.

(b)   Honorary Members are not subject to initiation fees, dues, food and beverage minimums or assessments. Honorary Membership is a non-equity, non-transferable Membership.

(c)   Honorary Members may not vote or hold office. Honorary Members have Dining Room and Columbia Room privileges only.

ARTICLE III

ADMISSION OF MEMBERS

3.1   ELIGIBILITY. Every candidate for Proprietary Membership in the Club, as defined in Section 2.2(a), must have a proposer and seconder who are Flag Members in good standing. Such proposal for Membership shall be made upon a regular application signed by the candidate and the proposing and seconding Members. If the candidate is accepted by the Board of Directors such person must agree to be bound by these Bylaws, the Rules and Regulations of the Club, and the policies and resolutions of the Board of Directors.

3.2   LETTERS OF RECOMMENDATION; ADDITIONAL INDICATION OF CANDIDATE SUPPORT. Two letters of recommendation shall be filed with the Membership Committee. One letter must come from the proposer, the second letter from a person of the candidate’s choosing. In addition, the candidate shall deposit with the Club, a sum equal to the initiation fee and the first month’s dues. Prior to approval of the candidate by the Board of Directors, at least two (2) other Members (other than Honorary Members or Junior Members) conducting the interview, of the candidate must also sign the application supporting the admission of the candidate.

3.3   INTERVIEW. Before any action may be taken by the Membership Committee, the candidate(s) shall be interviewed by one (1) or more representatives of the Membership Committee. These representatives need not be members of the Membership Committee, but shall be required to deliver a report to the Membership Committee setting forth their findings as a result of the interview of the candidate(s). If, however, the residence or place of business of the candidate(s) is not within a reasonable distance of the Club, the interview may be conducted via electronic transmission or this provision may be waived, provided that the candidate(s) shall be personally known to at least five (5) Flag Members of the Club who support the admission of the candidate(s).

3.4   DEFERRALS. If one or more candidates shall have been proposed for a class of Membership which, because of a quota, is closed, consideration of such candidate shall be deferred until such class of Membership opens, at which time such candidates shall be considered in the order of their proposal. This is subject to the exception provided in Section 2.3(d).

3.5   BOARD APPROVAL. At each regular meeting of the Board of Directors, the Board of Directors shall vote upon each candidate for Membership whose name shall have been presented as approved by the Membership Committee for admission to Membership. Voting shall be by voice vote or ballot and two (2) negative votes shall deny Membership.

3.6   POSTING. Immediately following each meeting of the Board of Directors, the Secretary shall post upon the bulletin board for a period of fourteen (14) days, a list of all candidates, along with their proposers and seconders, who have met the requirements of this Article III. Written objection addressed to the Board of Directors from any two (2) Flag Members in good standing shall be adequate cause to exclude the candidate from Membership. Such objection must be received by the Secretary before the expiration of the fourteen (14) day posting period.

3.7   USE OF CLUB BY CANDIDATES. No candidate shall be extended the privilege of charging until final approval of such person’s application for Membership. However, such person may have the use of the Club facilities as a guest of a proposing Member or the Membership Committee during the application period and may make purchases on a cash basis.

3.8   CONFIDENTIALITY. All proceedings of the Membership Committee and of the Board of Directors concerning any candidate for Membership shall be confidential.

3.9   ASSIGNMENT AND TRANSFER. Membership in the Club may not be assigned and transferred except as otherwise provided by these Bylaws, subject to the approval of the Board of Directors, the admission to Membership of the transferee, and the payment of any applicable transfer fee.

3.10   RESIGNATION. A Member may resign from the Club and terminate such person’s Membership by written notification to the Secretary of such person’s intention to do so. Said resignation and termination of Membership shall be subject to the following conditions:

(a)   That the Member’s account be paid in full up to the date of resignation;

(b)   That the Board of Directors accepts the Member’s resignation, which acceptance shall not be unreasonably withheld; and

(c)   That in resigning, the Member waives all rights, interests, proprietary or otherwise, and all privileges of the Membership shall be terminated.

3.11   REINSTATEMENT. A Member who resigns in good standing may apply to the Board of Directors for reinstatement within twelve (12) months of the date of resignation. Such application shall be accompanied by the payment of any assessments levied by the Club during the resignation period. The Board of Directors shall conduct a review and assessment of the prior resignation and the reinstatement application. Board approval shall also be in accordance with Sections 3.5 and 3.6 hereof. A reinstated Member, in good standing, may transfer his or her Membership after a minimum of one (1) year, in accordance with Section 2.2(f) hereof.

ARTICLE IV

INITIATION FEES, DUES AND ASSESSMENTS

4.1   INITIATION AND TRANSFER FEES. The Board of Directors shall, from time to time, set the amount of initiation and transfer fees.

4.2   MONTHLY DUES. All Members except Honorary Members, Life Members, Founder Members, Emeritus Members who were granted Emeritus Member status prior to January 1, 2014, Senior Staff Commodore Members and Military-waivered Members shall pay monthly dues. The amount of monthly dues to be paid by Regular Flag Members and Junior Members shall be determined by the Board of Directors.

4.3   ASSESSMENTS.

(a)   The Board of Directors shall be empowered to institute an annual assessment of each assessable Member in an amount not to exceed $180 offset an annual shortfall in Club operations or to provide for capital improvements. The Board of Directors is charged with the responsibility of running an efficient, fiscally sound Club operation with the intent of holding this assessment to an absolute minimum.

(b)   The maximum assessment level set forth in Section 4.3(a) may be increased and levied upon all classes of Memberships, except those specifically declared to be non-assessable, in an amount determined by a two-thirds (2/3) vote of the Board of Directors providing subsequent authorization is obtained by affirmative vote of a majority of the voting Membership.

(c)   New Members shall be exempt from assessments for a period of one (1) year from the last day of their Membership posting.

4.4   MEMBER ACCOUNTS. The procedure for collection of Member accounts, including marina, boatyard and dinghy rack or locker charges, is as follows:

(a)   Member accounts will be billed and collected in accordance with the accounting policies established from time to time by the Board of Directors.

(b)   If a Member account is deemed to be delinquent under the accounting policy then in effect, the delinquent Member is to be placed on the “Denied Credit List”. The Member will remain on denied credit status until the delinquent account is paid in full. The Treasurer shall cause to be sent to the Member by mail at the current address shown in the Club records or by email to the current email address shown in the Club records, a notice that the Member has been denied credit. The Executive Committee may deny credit to any Member when it is deemed to be in the best financial interest of the Club.

(c)   If the account remains unpaid after an additional thirty (30) days, the Treasurer shall cause to be sent to the delinquent Member by first-class mail, postage paid and by Certified Mail, at the current address shown on the Club record, a notice advising the Member that unless the account is brought current within fifteen (15) days, that all rights and privileges of the Member in the Club shall be involuntarily suspended.

(d)   If the delinquent account is paid in full before the expiration of the fifteen (15) days, the Member’s name shall be removed from the “Denied Credit List,” and the Club privileges of the delinquent Member shall be restored automatically.

(e)   If the full account remains unpaid at the expiration of the fifteen (15) days, all rights and privileges of the delinquent Member in the Club shall be placed on involuntary suspension. If a Member is placed on involuntary suspension under the accounting policy then in effect, the involuntarily suspended Member is to be placed on the “Involuntary Suspension List. The Treasurer shall cause a letter to be sent to the Member by first-class mail, postage paid and Certified Mail, at the current address shown on the Club records, advising the Member of the suspension and the Member’s rights under this Section 4.4 of these Bylaws. An involuntarily suspended Member shall be denied the use of any Club facilities including marina, dry storage, locker or dinghy racks. The involuntarily suspended Member shall also be denied any use of Club facilities as the guest of any other Club Member or in association with any other yachting organization.

(f)   A Member who has been on the “Denied Credit List” during the twelve (12) months preceding, being again granted credit, will be immediately denied credit if his or her Member account does not remain current under the accounting policy then in effect.

(g)   A member on “denied credit” who leaves the premises of the Club without paying for incurred costs for that day will be immediately placed on involuntary suspension. The involuntarily suspended member shall also be denied any use of Club facilities as the guest of any other Club Member or in association with any other yachting organization.

4.5   REINSTATEMENT OF INVOUNTARILY SUSPENDED MEMBERS. A suspended Member may apply to the Board of Directors for reinstatement within twelve (12) months of the date of involuntary suspension. Such application shall be accompanied by the payment of all delinquent charges including those accruing during the involuntary suspension and all debts owed the Club by the delinquent Member. Should reinstatement not occur within twelve (12) months, the Member’s rights and interests shall be forfeited automatically without any further action on the part of the Club.

4.6   VOLUNTARY SUSPENSION.

(a)   The status of voluntary suspension may be granted for economic hardship by a two-thirds (2/3) vote of the Board of Directors present at a regularly scheduled meeting. It is the intent that voluntary suspension shall provide a temporary alternative to Membership resignation due to temporary financial hardship. The period of voluntary suspension shall not exceed six (6) months unless renewed by a two-thirds (2/3) vote of the Board of Directors present at a regularly scheduled meeting. During the period of voluntary suspension the Member shall be denied any use of any Club facilities including marina, dry storage, locker or dinghy racks; provided, however, that during the period of the voluntary suspension the Member may visit the club as the guest of another Member in accordance with the provisions of Article X hereof. In addition to the foregoing, the Board of Directors may apply additional conditions to the voluntary suspension.

(b)   Any Member who has applied for and received approval for voluntary suspension or resignation shall, prior to reactivating their Membership, be required to have paid their outstanding balance as of the date of their voluntary suspension (including related late fees) , pay all assessments since their voluntary suspension was approved and otherwise be in good standing.

(c)   The Board of Directors may also terminate a Membership in the Club if a Member fails to timely apply for renewal of such person’s voluntary suspension and it reasonably appears to the Board of Directors that the Member does not intend to reactivate such person’s Membership. Failure of the Member to provide the Club with a current mailing address and/or to timely respond to inquiries regarding such person’s voluntary suspension may be considered as grounds for the Club terminating a Membership during or at the end of a voluntary suspension.

ARTICLE V

MEETINGS OF MEMBERS

5.1   ANNUAL MEETING. The Annual Meeting of the Members shall be held in the City of Newport Beach, California, on the most convenient day nearest the first Saturday in December of each year at such time and place as the Board of Directors shall determine. Notice of the Annual Meeting shall be mailed by the Secretary to all Members of the Club at least ten (10) days prior to said meeting.

5.2   SPECIAL MEETINGS. Special Meetings of the Members may be called by the Commodore, and shall be called by the Commodore upon the written request of five (5) Directors or ten percent (10%) of the voting Members of the Club within fifteen (15) days of receipt of such request. Special Meetings may be held at such time and place as the Commodore deems suitable within the City of Newport Beach, California. Notice of not less than ten (10) days, giving the time and place at which a Special Meeting is to be held and stating the nature of the business to be transacted shall be mailed by the Secretary to all Members of the Club. The only business transacted at any Special Meeting of the Members shall be that stated on the notice thereof.

5.3   ORDER OF BUSINESS. The order of business at Annual Meetings shall be specified by the Commodore.

5.4   CONDUCT OF MEETINGS. The Commodore shall preside at all meetings. In the absence of the Commodore, the Flag Officers, in order of rank, shall preside. Except where inconsistent with these Bylaws, Robert’s Rules of Order shall govern the conduct of all meetings of Members.

5.5   VOTING RIGHTS. Each Flag Membership, including all supplemental categories set forth in Section 2.1(a)1. of these Bylaws, shall carry with it the privilege to cast one vote, with all other classes of Membership being non-voting. If a Membership stands of record in the name of two persons, unless the Secretary of the Club is given written notice to the contrary, there shall be only one vote and the person voting binds both persons.

5.6   QUORUM. Thirty-three percent (33%) of the Members in person or by proxy, qualified to vote on the matter under consideration shall, except as otherwise provided for in these Bylaws, constitute a quorum for the purpose of voting on such matter at any meeting of the Members. If, at any Annual Meeting, there shall not be a quorum, such meeting shall be adjourned by the Officer presiding to such time and place as such person may designate.

5.7   MANNER OF VOTING. All matters other than the election of directors may be by personal voice vote, proxy or ballot. Directors shall be elected by ballot as provided in Section 6.3 of these Bylaws. Except as otherwise specifically provided in these Bylaws, a majority of the votes cast shall be necessary to approve any matter.

5.8   RECORD DATE. For purposes of establishing the Members entitled to receive notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights in any lawful action, the Board of Directors may, in advance, fix a record date.

   (a)   The date for:

      (i)   sending notice of a meeting shall be no more than ninety (90) nor less than ten (10) days before the date of the meeting if sent via first-class mail or less than twenty (20) days before the date of the meeting if sent by other than first-class mail;

      (ii)   purposes of determining the Members entitled to vote at a meeting shall be no more than sixty (60) days before the date of the meeting;

      (iii)   voting by written ballot shall commence no more than sixty (60) days before the day on which the first written ballot is mailed or solicited; and

      (iv)   taking any other action shall be no more than sixty (60) days before that action.

   (b)   If not otherwise fixed by the Board of Directors, the record date for determining Members entitled to receive notice of a meeting of Members shall be the next business day preceding the day on which notice is given or, if notice is waived, the next business day preceding the day on which the meeting is held. If not otherwise fixed by the Board of Directors, the record date for determining Members entitled to vote at the meeting shall be the day on which the meeting is held.

   (c)   If not otherwise fixed by the Board of Directors, the record date for determining Members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.

   (d)   If not otherwise fixed by the Board of Directors, the record date for determining Members entitled to exercise any rights with respect to any other lawful action shall be the date on which the Board of Directors adopts the resolution relating to that action, or the sixtieth (60th) day before the date of that action, whichever is later.

(e)   For purposes of these Bylaws, a person holding a Membership at the close of business on the record date shall be a Member of record.

ARTICLE VI

DIRECTORS

6.1   NUMBER AND QUALIFICATIONS. The authorized number of Directors shall be eleven (11) until changed by a duly adopted amendment to these Bylaws. The Board of Directors shall consist of eleven (11) voting Members of the Club. Ten (10) Members are each elected to serve a two (2) year term of office, and the Junior Staff Commodore shall be the eleventh (11th) Member. The immediate past Commodore or, if such person cannot serve, the next senior Staff Commodore shall be appointed to serve as a Director and shall be designated the Junior Staff Commodore.

6.2   CLASSES AND TERM OF OFFICE. The Directors shall be divided in two (2) classes: Junior Directors serving the first year of a two year term of office, and Senior Directors serving the second year of a two year term of office, except that the term of the Director elected Rear Commodore shall expire at the end of that Director’s term as Rear Commodore.

6.3   ELECTION OF DIRECTORS. Ten (10) Directors shall be elected as provided in this section. The remaining one (1) Director shall be the Junior Staff Commodore.

(a)   Directors shall be elected by written ballot in compliance with this Section 6.3. The ballot shall be mailed to the members entitled to vote and counted in the manner required by Section 8.9 of these Bylaws. The ballot will be accompanied by short statements submitted by each nominee identifying the nominee’s background and the reasons the nominee would like to be elected as a Director and shall provide information about records for attendance at regular board meetings during the most recent director term for any nominees then serving as a director.

(b)   Each ballot so distributed shall set forth the names of the nominees for Director, give the Members an opportunity to cast one vote for each vacant seat, and provide a reasonable time in which to return the ballot to the Club. A written ballot that a Member marks “withhold”, or otherwise marks in a manner indicating that authority to vote is withheld, shall not be voted either for or against the election of a nominee. Cumulative voting is not permitted. No member may cast more than one vote for any single candidate.

(c)   Approval by written ballot shall be valid only when:

(i)   The number of votes cast by ballot (including ballots that are marked “withheld” or otherwise indicate that authority to vote is withheld) within the time specified equals or exceed the quorum required to be present at a meeting, and

(ii)   The number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.

(d)   A written ballot may not be revoked.

(e)   All written ballots shall be filed with the Secretary of the Club and maintained in the Club records for a least one (1) year.

6.4   POWERS. The business and affairs of the Club shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors subject to any applicable limitations of the Articles, Bylaws or Law. The Board of Directors may delegate the management of the day-to-day operation of the business of the Club to a management company or other person provided that the business and affairs of the Club shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board of Directors shall have the following powers in addition to the other powers enumerated in these Bylaws:

(a)   Select and remove all Officers, agents, and employees of the Club, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles or these Bylaws and fix their compensation.

(b)   Conduct, manage and control the affairs and business of the Club and to make such rules and regulations therefore not inconsistent with law, or with the Articles or these Bylaws, as they may deem appropriate.

(c)   Designate any place within or without the State for the holding of any Directors’ meeting, or meetings, including annual meetings.

(d)   Adopt, make and use a corporate seal, and prescribe the forms of certificates, and alter the form of such seal and of such certificates from time to time as in their judgment they may deem best, provided that such forms shall at all times comply with the provisions of law.

(e)   Borrow money and incur indebtedness for the purpose of the Club, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefore.

(f)   Purchase or sell real estate upon approval by a vote of two-thirds (2/3) of the Directors eligible to vote and subject to ratification by a two-thirds (2/3) vote of the voting Membership of the Club.

(g)   The Board of Directors shall have general authority over all Standing Committees as provided for in Article VIII of these Bylaws. The Board of Directors shall also have the power to appoint such special committees as may, from time to time, be deemed advisable, and they shall prescribe the duties and designate the Chairperson of all such committees. The Board of Directors shall, acting upon the recommendation of the Executive Committee, appropriate for the use of each committee such sums of money as they deem to be in the best interest of the Club and within its resources.

(h)   The Board of Directors shall promulgate rules and regulations with respect to the operation of the Club, its facilities and activities, which rules and regulations shall be binding upon all Members; provided, however, that said rules and regulations shall be uniform in nature with respect to any one class of Membership.

(i)   The Board of Directors shall vote upon all candidates for Membership in the Club in accordance with the provisions of Article III of these Bylaws.

6.5   INTERESTED PERSONS. Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be interested persons. For purposes of this Section 6.5, an interested person is:

(a)   Any person being compensated by the Club for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as a Director; or

(b)   Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any such person.

Any violation of the provisions of this Section 6.5 shall not affect the validity or enforceability of any transaction entered into by the Club.

6.6   VACANCIES.

(a)   Events causing vacancy. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any Director, (ii) the declaration by resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) the increase of the authorized number of Directors, or (iv) the failure of a person to accept the position of a Director.

(b)   Resignations. Subject to the provisions of Section 5226 of the Law, any Director may resign, which resignation shall be effective on giving written notice to the Commodore, the Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

(c)   No vacancy on reduction of number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

(d)    Filling vacancies. Unless otherwise provided in the Articles and except for a vacancy created by the removal of a Director, vacancies on the Board of Directors may be filled by approval of the Board of Directors or, if the number of Directors then in office is less than a quorum, by (i) the unanimous written consent of the Directors then in office, (ii) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice as provided in Sections 6.10 or 6.12 of these Bylaws, or (iii) a sole remaining Director.

6.7   PLACE OF MEETINGS; MEETINGS BY TELEPHONE. Regular meetings of the Board of Directors shall be held at any place within or without the State of California that has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, regular meetings shall be held at the principal executive office of the Club. Special meetings of the Board of Directors shall be held at any place within or without the State that has been designated in the notice of the meeting or, if not stated in the notice or there is not notice, at the principal executive office of the Club. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in such meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting. The use of facsimile and/or electronic mail as an acceptable written communication method for the purpose of providing unanimous written consent to action by the Board of Directors without a meeting is authorized. Resolutions obtained through the use of facsimile and/or electronic mail shall be effective only if unanimous consent is given and shall be recorded, retained, and capable of retrieval, review, and reproduction in a clearly legible documentary form.

6.8   ELECTION OF OFFICERS MEETING. The Board of Directors shall hold an annual meeting of Directors for the purpose of organization, election of Officers, appointment of Fleet Officers and Committee Chairpersons and the transaction of other business. Upon certification of the election results to the Commodore by the Elections Committee, as provided for in Section 8.9(d) of these Bylaws, the retiring Commodore shall immediately call a special meeting of the newly constituted Board of Directors for the purpose of electing Officers and appointing Fleet Officers and Committee Chairpersons. The retiring Commodore shall preside and the first order of business shall be the election of the new Commodore by the newly constituted Board of Directors. Thereafter the newly elected Commodore shall present his/her nominations for the remaining Officers of the Club. Prior to calling for Officer Nominations from the floor, the Commodore will announce his/her appointment of Fleet Officers and Committee Chairpersons. Unless waived by all Directors attending the meeting, voting shall be separate for each Officer and shall be taken by secret ballot.

6.9   REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice, provided the notice of any change in the time of any such meetings shall be given to all of the Directors. Notice of a change in the determination of the time shall be given to each Director in the same manner as notice for special meetings of the Board of Directors. If any Director fails to attend three (3) regular meetings of the Board of Directors in any year, the Board of Directors may require such person’s immediate resignation.

6.10   SPECIAL MEETINGS.

(a)   Authority to call. Special meetings of the Board of Directors for any purpose may be called at any time by the Commodore. The Commodore shall call a Special Meeting on the written request of any five Directors within seven (7) days after receipt of such request. Special Meetings shall be held at such time and place as the Commodore may designate, provided the place of the meeting shall be within a radius of fifteen miles of the principal executive office of the Club.

(b)   Notice.

(i)   Manner of giving. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: (a) by personal delivery or written notice; (b) by first-class mail, postage paid; (c) by telephone communication, either directly to the Director or to a person at the Director’s home or office who would reasonably be expected to communicate such notice promptly to the Director; or (d) by electronic mail. All such notices shall be given or sent to the Director’s street address (or other regular mailing address on the records of the Club), telephone number or electronic mail address as shown on the records of the Club.

(ii)   Time requirements. Notices sent by first-class mail shall be deposited into a United States mail box at least four (4) days before the time set forth in the meeting. Notices given by personal delivery, telephone or electronic transmission shall be delivered, telephoned or transmitted electronically at least forty-eight (48) hours before the time set for the meeting.

(iii)   Notice contents. The notice shall state the time and place for the meeting. However, it need not specify the purpose of meeting, or the place of the meeting, if it is to be held at the principal executive office of the Club.

6.11   QUORUM. A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the Law. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

6.12   WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting, prior to or at the start if the meeting, the lack of notice to such Director.

6.13   ADJOURNMENT. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

6.14   NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty- four (24) hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting, in the manner specified in Section 6.10(b), to the Directors who were not present at the time of the adjournment.

6.15   ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all Members of the Board of Directors shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.

6.16   FEES AND COMPENSATION OF DIRECTORS. Directors shall not be compensated for their services as Directors, but may receive reimbursement of expenses as may be determined by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any Director from serving the Club in any other capacity as an agent, employee, or otherwise, and receiving compensation for such services.

6.17   COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution adopted by a majority of the number of Directors then in office, designate one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more Directors as alternate Members of any committees, who may replace any absent Member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have all the authority of the Board of Directors, except with regard to:

(a)   the approval of any action which under the Law also requires Members approval, if applicable;

(b)   the filling of vacancies on the Board of Directors or in any committees;

(c)   the fixing of compensation of the Directors for serving on the Board of Directors or on any committee;

(d)   the amendment or repeal of Bylaws or the adoption of new Bylaws;

(e)   the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(f)   the appointment of any other committees of the Board of Directors or the Members thereof;

(g)   the expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected; or

(h)   the approval of any transaction (i) to which the Club is a party and one or more Directors have a material financial interest; or (ii) between the Club and one or more of its Directors or between the Club or any person in which one or more of its Directors have a material financial interest.

6.18   MEETINGS AND ACTION BY COMMITTEES. Meetings and action of committees of the Board of Directors shall be governed by, and held and taken in accordance with, the provisions of Article VI dealing with the place of meetings, regular meetings, special meetings and notice, quorum, waiver of notice, adjournment, notice of adjournment and action without meeting, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined by resolutions of the Board of Directors. Notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors or a committee may adopt rules for the governance of such committee not inconsistent with the provisions of these Bylaws.

ARTICLE VII

OFFICERS

7.1   OFFICERS. The Officers of the Club shall be a President, a 1st Vice President, a 2nd Vice President, a Secretary and a Treasurer. The President shall be designated the Commodore. The 1st Vice President shall be designated the Vice Commodore. The 2nd Vice President shall be designated the Rear Commodore. All Officers of the Club other than the Treasurer must be Members of the Board of Directors. The Commodore, Vice Commodore and Rear Commodore shall be designated as the Flag Officers of the Club. A prerequisite of election to Flag Officer rank is that the candidate must be a boat owner and remain so during such person’s tenure. The Club may also have, at the discretion of the Board of Directors, one or more assistant secretaries or assistant treasurers.

7.2   ELECTION OF OFFICERS. The Officers of the Club, except such Officers as may be appointed in accordance with the provisions of Sections 7.3 or 7.5, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board of Directors.

7.3   SUBORDINATE OFFICERS, ETC.. A Fleet Captain (Sail), Fleet Captain (Power), Port Captain, Fleet Surgeon, Measurer, Judge Advocate, Master at Arms and Protocol Officer shall be appointed by the Commodore, who shall define their duties. Such Fleet Officers shall hold office at the pleasure of the Commodore. The Sail Fleet Captain shall have overall cognizance and control of the Race Committee activities and race gear. The Power Fleet Captain shall organize club power fleet activities including support for the sail boat racing program. The Port Captain shall have charge of all docks, slips, moorings and boat storage areas. The Measurer shall have charge of determination of length overall of boats in the marina. The Judge Advocate shall advise on all questions of parliamentary procedure and other law. The Master of Arms shall have charge of the canon. The Protocol Officer shall have charge of Club protocol in conformity with the Southern California Yachting Association guidelines. The Board of Directors may also appoint, and may empower the Commodore to appoint, such other Officers as the business of the Club may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

7.4   REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting thereof, or, except in the case of an Officer chosen by the Board of Directors, by any Officer upon whom such power of removal may be conferred by the Board of Directors.

An Officer may resign at any time by giving written notice to the Club. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation is without prejudice to the rights, if any, of the Club under any contract to which the Officer is a party.

7.5   VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular elections or appointments to such office.

7.6   COMMODORE. The Commodore shall be the chief executive officer of the Club and shall have, subject to the control of the Board of Directors, general supervision, direction and control of the business and Officers of the Club. The Commodore shall preside at all meetings of the Board of Directors, the Members and the Executive Committee. The Commodore has the general powers and duties of management usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Board of Directors. The Commodore may call Special Meetings of the Members and shall do so in accordance with the provisions of Section 5.2 of the Bylaws. The Commodore shall appoint Fleet Officers as provided for in Section 7.3 of these Bylaws. The Commodore shall, upon authorization by the Board of Directors, execute all written contracts, covenants and obligations of the Club, and perform such other duties as may be prescribed by these Bylaws. The Commodore shall appoint the Chairpersons of Committees as provided in Article VIII of these Bylaws. The Commodore shall appoint the two Staff Commodores to serve as members of the Nominating Committee, as provided for in Section 8.8 of these Bylaws, and serve as an ex-officio member thereof. The Commodore shall appoint four Flag Members to serve on the Elections Committee, as provided for in Section 8.9 of these Bylaws.

7.7   VICE COMMODORE. In the absence or disability of the Commodore, the Vice Commodore shall perform all the duties of the Commodore, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Commodore. The Vice Commodore shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors, these Bylaws, or the Commodore. The Vice Commodore shall serve as liaison between the Board of Directors, the Sail Fleet Captain, Power Fleet Captain, Port Captain, Junior Sailing Committee Chairperson(s), Trophy Chairperson and the Marina, Dock and Angling Committees and act as Chairperson of the Steering Committee.

7.8   REAR COMMODORE. It shall be the duty of the Rear Commodore to assist the Commodore and Vice Commodore in the discharge of their duties, and to officiate in their absence. The Rear Commodore shall serve as liaison between the Board of Directors, the Las Commodoras President, the Membership Committee Chairperson, the House Committee Chairperson, the Food and Beverage Committee Chairperson, the Activities Committee Chairperson, The Masthead Chairperson, the Merchandise Chairperson, the Junior Events Chairperson and the Press Relations Chairperson.

7.9   SECRETARY. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may order, books of minutes of all meetings of the Board of Directors and its committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Board of Directors and committee meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the Club at the principal executive office or business office. It shall be the duty of the Secretary to maintain a permanent record of all deeds of gift. It shall be the duty of the Secretary to keep a true record of all proceedings of the meetings of the Club, the Board of Directors and the Executive Committee, to provide copies of the minutes of each meeting to every Board Member within two weeks of such meeting; to keep a correct roll of all the Members, numbered, as to type of Membership; to notify all Members of every annual Club meeting; to keep a correct list of the ownership, name, identification of whether sail or power and length of each boat owned by a Club Member; to maintain the Club Rules and Regulations available to the Membership, and upon request, to employees, as it relates to their duties; and to have the Club Rules and Regulations printed. In case of inability to attend any meeting of the Members, Board of Directors or Executive Committee, the Secretary shall cause the necessary books and papers to be conveyed to the place of meeting, and to insure the performance of such other duties as may be prescribed by these Bylaws. The Secretary shall give, or cause to be given, notice of all the meetings of the Board of Directors and of any committees thereof required by these Bylaws or by Law to be given, shall keep the seal of the Club, if any, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors. The Secretary shall be responsible for supervising maintenance of and controlling access to other essential Club records including without limitation construction plans and diagrams and remodel records for the Club facility and marina, permits and leases pertaining to the Club premises and marina, documents pertaining to property ownership and encumbrance.

7.10   TREASURER. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Club. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall cause the deposit of all monies and other valuables in the name and to the credit of the Club with such depositories as may be designated by the Board of Directors. The Treasurer shall cause the disbursement of funds of the Club as ordered by the Board of Directors, shall render to the Commodore and Directors, whenever they request it, an account of all of the transactions as Treasurer and of the financial condition of the Club, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. The Treasurer shall present to the Board of Directors an Independent Auditor’s Report and audited financial statements for the two most recent calendar years, showing the financial condition of the Club. Said Annual Report shall be made available to the Members in accordance with Section 12.5. In addition, the Treasurer shall make monthly financial reports to the Board of Directors in a form designated by the Board of Directors, and shall report to the Executive Committee the delinquency of Members. The Treasurer shall supervise the Club accounting staff.

ARTICLE VIII

COMMITTEES

8.1   Committee Composition Guidelines.

The following Committees are open to the general membership:

   House

   Food and Beverage

   Activities

   Membership

   Angling

   Cruise

   Junior Events

Composition of the following Committees is strictly dictated by the Bylaws:

   Executive

   Steering

Composition of the following Committees is defined by the Bylaws and committee membership is by appointment only:

   Junior Sailing

   Finance

   Nominating

   Elections

   Bylaws

   Long Range Planning

   Marina

   Dock

   Race

8.2   EXECUTIVE COMMITTEE.

(a)   The Executive Committee shall consist of the Officers of the Club, identified in Section 7.1, except for the Treasurer.

(b)   The Executive Committee shall meet at such time and places as the Commodore or the Executive Committee may determine, and the Commodore shall be the Chairperson thereof.

(c)   The Executive Committee shall have, and may exercise, when the Board of Directors is not in session, all powers of the Board of Directors relating to the operation of the Club, provided that all action taken shall be in furtherance of clearly established policies or programs of the Board of Directors, for the conduct of day to day business, or for the preservation and safety of the Club property.

(d)   Notice of all meetings of the Executive Committee shall be given to the members thereof orally or in writing by the Secretary at least forty-eight (48) hours before each meeting.

(e)   Three members of the Executive Committee shall be a quorum for the transaction of business.

(f)   Any charitable events to be held at the Club, or to be advertised or sponsored in conjunction with the Club name, or any solicitation for charitable contributions from members require the prior approval of the Executive Committee.

8.3   JUNIOR SAILING COMMITTEE. The Junior Sailing Committee, consisting of one or more Committee Chairperson(s) appointed by the Commodore, other voting members chosen by the Committee Chairperson(s) and a Junior Sailing Director who is an employee of the Club shall organize and supervise the Junior Sailing Program in a manner consistent with any directives which may be adopted from time to time by the Board of Directors in its discretion. The Committee shall be responsible to the Board of Directors through the Vice Commodore.

8.4   HOUSE COMMITTEE.

(a)   The House Committee shall consist of three or more voting Members, including a Chairperson appointed by the Commodore, who will be responsible to the Board of Directors through the Rear Commodore.

(b)   It shall be the duty of the House Committee:

(i)   to insure that the Clubhouse and grounds are maintained appropriately for the benefit of the Members.

(ii)   to recommend, for adoption by the Board of Directors, House Rules and Regulations as it may deem advisable from time to time;

(iii)   to post, publish and otherwise inform the Membership of House Rules and of other issues concerning the Clubhouse and grounds;

(iv)   to advise the Board of Directors of the Club’s forecast capital expense requirements for maintenance and improvement of the Clubhouse, consistent with the budget cycle;

(v)   to review and recommend to the Executive Committee and/or Board of Directors all proposed capital maintenance or improvement projects for the Clubhouse; and

(vi)   to receive and consider complaints and suggestions concerning the operation of the Clubhouse.

8.5   FOOD AND BEVERAGE COMMITTEE.

(a)   The Food and Beverage Committee shall consist of three or more voting Members of the Club, including a Chairperson appointed by the Commodore, who will be responsible to the Board of Directors through the Rear Commodore.

(b)   It shall be the duty of the Food and Beverage Committee to act as liaison in order to facilitate communication pertaining to food and beverage matters between and among the Board of Directors, the Executive Committee, the General Manager and the Members.

8.6   MEMBERSHIP COMMITTEE.

(a)   The Membership Committee shall consist of three or more voting Members. The Chairperson shall be appointed by the Commodore and the Chairperson will be responsible to the Board of Directors through the Rear Commodore.

(b)   It shall be the duty of the Membership Committee to determine the qualifications and fitness of all persons proposed for proprietary Membership in the Club and other classes of Membership as requested by the Board of Directors, and to report on the same to the Board of Directors. An interest in yachting shall be considered by the Membership Committee in recommending a candidate for Membership. Subject to the limitations provided under Section 2.1(b) and applicable law, the Board of Directors may from time to time designate additional criteria to be considered by the Membership Committee in reviewing the qualifications and fitness of proposed Members.

8.7   FINANCE COMMITTEE.

(a)   The Treasurer of the Club shall be a member of the Finance Committee.

(b)   The Finance Committee shall consist of three (3) or more voting Members, including a Chairperson appointed by the Commodore. The Finance Committee shall act as an audit and advisory board respecting all financial matters involving the Club. The Chairperson of the Finance Committee shall report to the Board of Directors.

(c)   The Finance Committee, in consultation with the Treasurer, shall prepare an annual budget to be presented to the Board of Directors prior to the beginning of the budget year.

(d)   A financial statement audit shall be made by an external licensed Certified Public Accountant at the close of each fiscal year and submitted to the Board of Directors.

8.8   NOMINATING COMMITTEE.

(a)   The Nominating Committee shall consist of seven (7) Members who shall be the Junior Staff Commodore as Chairperson, two Staff Commodores appointed by the Commodore, two Junior Directors elected by the Board of Directors, and two Flag Members elected by the Board of Directors. The Commodore shall be an ex officio Member. In this ex officio role the Commodore shall participate fully in the meetings of the Nominating Committee, but shall vote only to “break a tie.” The Vice Commodore and the Rear Commodore shall participate and recommend at a Nominating Committee meeting their choices for the future members of the Board of Directors after which the Nominating Committee shall continue in closed session.

(b)   It shall be the duty of the Committee to nominate candidates for at least one and one-half times the number of vacancies for election as Directors and to deliver the list of nominations to the Secretary on or before the fourth Saturday of September of each year.

(c)   The Secretary shall cause the list of all such nominations to be posted on the bulletin board in the Clubhouse and mailed to each Member on or before the second Saturday of October.

(d)   Additional nominations may be made by petition, signed by at least twenty (20) voting Members and presented to the Secretary to post such petition on the bulletin board on or before the last Saturday of October. Only persons nominated by the Nominating Committee or by petition as aforesaid shall be eligible for election.

8.9   ELECTIONS COMMITTEE.

(a)   The Elections Committee shall consist of the Junior Staff Commodore, as the convening chair, and four (4) Flag Members appointed by the Commodore, none of whom are currently Officers or Directors of the Club or nominees for election as Director. As convening chair the Junior Staff Commodore shall perform all organizing work in advance of the first meeting of the Elections Committee. The Elections Committee shall elect a Chairperson at its first meeting.

(b)   It shall be the duty of the Chairperson of the Elections Committee to prepare ballots, which comply with the provisions of Section 5.8 of these Bylaws. It shall be the duty of the Chairperson of the Elections Committee to prepare ballots in such a manner that the identity of the voting Member is anonymous when counting the ballots, but the Member’s right to vote is verified. The Chairperson shall cause the ballots to be mailed to the voting Members of the Club at the current addresses of the voting Members as shown on Club’s records, not later than the fourth working day of November of each year. All ballots not mailed to Members shall be destroyed. The Chairperson shall include with each ballot mailed, a blank envelope, which directs the Member to place one ballot inside, and a second envelope with a space for the Members’ printed name, membership number and a signature space for verification of voting Member identity, together with a stamped self-addressed envelope addressed to the Club at the office of the Club and identifying it as containing ballot materials. All ballots cast received by mail on or before the third Saturday of November shall be deemed duly cast. The ballots, when received, shall be placed in a locked box and the Club staff shall maintain a list of the names of Members whose ballots have been received.

(c)   With at least a majority of Elections Committee Members present, the Committee shall canvass the ballots to verify Members’ signatures and rights to vote. In order for a ballot to be valid the envelope containing the ballot must be received in the appropriately signed “Signature envelope”. The Committee shall remove the ballot envelopes from the signature envelopes.

(d)   With at least a majority of the Elections Committee Members present, the Committee shall, by the next succeeding Tuesday, count the ballots, canvass the election and certify the results thereof to the Commodore. A plurality of votes cast shall be sufficient to elect a Director. If two or more candidates for one office shall receive an equal number of votes the retiring Commodore shall call a Special Meeting of the retiring Board of Directors (per Section 6.10) and a majority of those members present and voting shall be sufficient to “break the tie” and elect a candidate. This Special Meeting shall be held as soon as possible and prior to the Annual Meeting (Section 6.8) held for the purpose of election of officers and appointment of Committee Chairpersons. The Elections Committee Chairperson shall as soon as possible give notice by mail of the results of the election to the Members of the Club.

(e)   The Elections Committee may, with the approval of the Commodore, hire an independent third party to prepare or count the ballots.

8.10   STEERING COMMITTEE.

(a)   The Steering Committee shall consist of the following persons: The Vice Commodore, Sail Fleet Captain, Power Fleet Captain, Chairpersons of House, Junior Sailing, Membership, Activities, Masthead, and Merchandise Committees and Chairpersons of such other Committees as the Board of Directors or the Vice Commodore may direct.

(b)   The Steering Committee shall coordinate the calendar of activities of the various Committees and shall advise the Board of Directors of any policy recommendations. The Vice Commodore shall preside as Chairperson and in such person’s absence the Rear Commodore shall preside.

8.11   BYLAWS COMMITTEE. The Bylaws Committee is to be chaired each year by the Junior Staff Commodore. Committee membership to be composed of the Rear Commodore, a Staff Commodore, one Flag Member and the newest elected Board Member selected by the Junior Staff Commodore. The Bylaws Committee shall report to the Board of Directors at least ninety (90) days prior to the annual meeting of Members and recommend amendments to the Bylaws.

8.12   LONG RANGE PLANNING COMMITTEE. The Long Range Planning Committee is an Ad Hoc Committee as constituted by the Executive Committee based upon current and future needs of the club.

8.13   MARINA COMMITTEE. The Marina Committee will consist of three (3) or more voting Members, including a Chairperson appointed by the Commodore who will be responsible to the Board of Directors through the Vice Commodore.

8.14   DOCK COMMITTEE.

(a)   The Dock Committee shall consist of three (3) or more voting Members, including a Chairperson appointed by the Commodore, who will be responsible to the Board of Directors through the Vice Commodore.

8.15   ANGLING COMMITTEE.

8.16   ACTIVITIES COMMITTEE.

(a)   The Activities Committee shall be chaired by a voting Member appointed by the Commodore. The Chairperson will be responsible to the Board of Directors through the Rear Commodore. The Activities Committee shall be open to all Members and those entitled to membership privileges, at the discretion of the Chairperson.

(b)   It shall be the duty of the Activities Committee to plan parties for the Members, select a theme for the party, order decorations, coordinate food, select music providers, promulgate publicity, install decorations, and remove decorations. The goal shall be to provide the most enjoyable parties to the maximum number of Members for the most reasonable cost to the Members.

(a)   The Race Committee shall consist of three (3) or more members appointed by the Commodore. The Sail Fleet Captain will be Chairperson of the Race Committee and will be responsible to the Board of Directors through the Vice Commodore.

(b)   The Race Committee shall have charge of the sail racing activities of the Club and all race gear. The Race Committee will have use of Club owned boats subject to conditions imposed by the Executive Committee.

8.18   CRUISE COMMITTEE.

(a)   The Cruise Committee shall be chaired by a voting Member appointed by the Commodore.  The Chairperson will be responsible to the Board of Directors through the Vice Commodore.  The Cruise Committee shall be open to all Members and those entitled to membership privileges at the discretion of the Chairperson.

(b)   It shall be the duty of the Cruise Committee to participate in the planning of the annual cruise schedule, organize each cruise with a schedule of daily events including theme and food and beverage and coordinate with managers, port captains and other personnel at various yacht clubs during exchange and non exchange cruises.

(c)   The goal of the Cruise Committee is to provide enjoyable cruises to the maximum number of participants who wish to attend.

8.19    JUNIOR EVENTS COMMITTEE.

(a)   The Junior Events Committee shall consist of three (3) or more voting members. The Chairperson(s) shall be appointed by the Commodore and the Chairperson(s) will be responsible to the Board of Directors through the Rear Commodore. The Committee shall be open to all Members entitled to membership privileges.

(b)   For the longevity and vibrancy of our Club, BCYC recognizes the need to attract and retain members with school age children. It shall be the duty of the Committee to develop, plan, coordinate and promote events designed specifically for minor children and grandchildren of members, and minor children of guest members. The Committee will plan, coordinate and otherwise direct all such events. The Committee will work with the General Manager and other appointed staff and committee Chairs to execute an event. Most, but not all events will run concurrently with other “adult” BCYC events. Concurrent events are necessary to foster our belief that the Club should strive to provide a complete family atmosphere with age appropriate activities at most Club events.

ARTICLE IX

DISCIPLINARY PROCEEDINGS

9.1   FLAG MEMBERS.

(a)   Basis for Discipline; Evaluation. A Flag Member may be disciplined based on the good faith determination by the Board of Directors, or a committee or person authorized by the Board of Directors to make a determination, that the Flag Member has failed in a material and serious degree to observe the Club’s rules, or has engaged in conduct materially and seriously prejudicial to the Club’s purposes and interests. The evaluator(s) shall be a Flag Member(s) in good standing, and shall contact the Flag Member in question to discuss the charges and any explanations or defenses. If the Flag Member is under the age of 18 years at the time of the evaluator appointment, the Flag Member’s parents shall be contacted and involved in the process. In such event the disciplinary process shall be as set forth in this Article.

(b)   Statement of Charges. The Board of Directors shall cause a statement of such charges, along with a copy of this Article IX, together with notice of not less than fifteen (15) days of the time and place where the Board of Directors shall meet for the consideration thereof, to be mailed by first class mail to the Flag Member charged at such person’s address as it appears on the records of the Club. The Statement of Charges shall include the reasons for the commencement of disciplinary proceeds including approximate dates, places and locations where appropriate.

(c)   Board Consideration. At the time and place specified in the notice accompanying the statement of charges, the Board of Directors shall consider the charge, and an opportunity to be heard in such manner as determined by the Board of Directors, shall be given to the Flag Member charged. If the Board of Directors shall be satisfied with the truth of the charge, the Flag Member may, by vote of two-thirds (2/3) of the Directors present at the meeting, be subject to such disciplinary sanctions as deemed appropriate including, without limitation, being warned, fined, censured, suspended for a period not exceeding one year, or expelled, except that no Flag Member may be suspended or expelled unless at least two-thirds (2/3) of the Directors eligible to vote, vote in favor of such suspension or expulsion. Such suspension or expulsion shall be effective immediately following said vote.

9.2   MINOR CHILDREN AND JUNIOR MEMBERS.

(a)   Minor children and Junior Members while sailing under the BCYC burgee, notwithstanding their participation in a Club sponsored Junior Program, are subject to discipline, inclusive of (i) practice/coaching suspension; (ii) good standing suspension; or (iii) expulsion, as administered by the then acting Junior Sailing Director for infractions involving a violation of conducting oneself in a Corinthian manner; and use of inappropriate language or actions when at the Club or other yacht club.

(b)   The administration of discipline in the form of suspension or expulsion shall be subject to review by a disciplinary review committee appointed by the Executive Committee upon written request of the parent or legal guardian of said minor or junior. Upon receipt of such written request, a time and place shall be set by the Vice Commodore for a meeting of the disciplined minor or Junior Member, their parent or legal guardian, the Junior Sailing Director and the disciplinary review committee appointed by the Executive Committee. Each party present shall have an opportunity to be heard. A decision by a two-thirds (2/3) vote of the disciplinary review committee appointed by the Executive Committee to affirm or modify the decision of the Junior Sailing Director shall be final.

9.3   NON-FLAG MEMBERS. Prior to initiation of formal proceedings as described in Section 9.1, the Board of Directors or its designee may elect to appoint a person or persons to evaluate claims of conduct materially and seriously prejudicial to the Club’s purposes and interests concerning a non-Flag Member. The evaluator(s) shall report to the Board of Directors any findings and recommendations. The non-Flag Member shall be afforded an opportunity to accept the recommendations of the evaluator(s), in which case the recommendations shall be implemented without further proceedings. Should the non-Flag Member reject the findings and recommendations of the evaluator(s), the formal hearing procedures described in Sections 9.1 shall be implemented.

9.4   TERMS OF SUSPENSION OR EXPULSION. During the period of suspension, the suspended Member shall be obligated to pay the monthly dues accruing to his or her Membership class. However, said suspended Member shall have no rights with respect to the use of the Club facilities, including the marina, nor charging privileges during said period of suspension. The expulsion of a Member pursuant to this Article IX shall, effective immediately upon action of the Board of Directors with reference thereto, terminates all rights, interest, proprietary or not, and privileges with respect to the expelled Member’s Membership; provided, however, that with respect to the Membership of an expelled proprietary Member, said proprietary Membership shall immediately be placed for transfer and sale, as the expulsion resolution shall determine.

9.5   DISCIPLINE FOR NON-PAYMENT. Notwithstanding any other provision of this Article IX, any Member may be suspended or expelled by the Board of Directors for nonpayment of indebtedness to the Club. In such event, the Member’s interest in the Club shall be disposed of in the same manner as if the Member had been expelled for conduct materially and seriously prejudicial to the Club’s purposes and interests. A Member who leaves the Club owing an unpaid balance shall be denied future use of Club facilities as the guest of any other Club Member or in association with any other organization unless specifically allowed by the Executive Committee.

ARTICLE X

GUESTS AND GUEST PRIVILEGES

10.1   GUEST PRIVILEGES. Subject to the limitations in Section 2.4(e) on guests of Junior Members, in Section 2.5(d) on guests of Racing Members and in Section 2.6(d) on guests of Distinguished Racing Members, each Member of the Club in good standing shall have the privilege of extending to such person’s friends, and to members of member Yacht Clubs of the Southern California Yachting Association and of other recognized yachting organizations, guest privileges in accordance with the rules set forth.

10.2   SPONSORING MEMBER. Each guest must be escorted personally to the Club’s office by the Member inviting such guest (the “Sponsoring Member”), or the Sponsoring Member must advise the Club’s office of such guest’s intended arrival in advance thereof. The Sponsoring Member shall cause each of such Sponsoring Member’s guests to register at the Club’s office upon arrival at the Club.

10.3   GUEST CARDS. The Club shall issue a guest card to each guest, and each guest shall carry such card with him or her at all times that he or she is at the Club or on the facilities that the Club is licensed to use. A guest shall exhibit such card when requested and shall return such card to the Club’s office upon his or her departure. The Sponsoring Member shall be responsible for the conduct of each of such Member’s guests while at the Club, for any charges incurred by such guests at the Club, and for the payment of any guest fees as may be prescribed. If the manner, deportment or appearance of any guest is deemed to be unsatisfactory by the General Manager or any Officer of the Club, the Sponsoring Member shall cause such guest to surrender his or her guest card and leave the Club premises. The Board of Directors or the Executive Committee shall have the right to suspend or terminate guest privileges of any Member of the Club for good cause.

10.4   RECIPROCITY. Members of member Yacht Clubs of the Southern California Yachting Association, and other recognized yachting organizations, which enjoy reciprocal guest privileges with the Club, shall, upon registration with the Club’s office, be entitled to the use of the facilities of the Club subject to established rules and regulations.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

11.1   ACTIONS OTHER THAN BY THE CORPORATION. The Club may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (other than an action by or in the right of the Club to procure a judgment in its favor or action brought under Section 5233 of the Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust), by reason of the fact that such person is or was a Director, Officer, employee or agent of the Club, or is or was serving at the request of the Club as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Club, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Club, and that, with respect to any criminal action or proceeding, the person had reasonable cause to believe that the person’s conduct was unlawful.

11.2   ACTIONS BY THE CORPORATION. The Club may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Club, or brought under Section 5233 of the Law, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was a Director, Officer, employee or agent of the Club, or is or was serving at the request of the Club as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or settlement of such action or suit if such person acted in good faith, in a manner which such person reasonably believed to be in or not opposed to the best interests of the Club, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances, but no indemnification shall be made under this Section 11.2: (1) in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the Club unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; (2) of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or (3) of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General.

11.3   SUCCESSFUL DEFENSE. To the extent that a Director, Officer, employee or agent of the Club has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 11.1 and 11.2, or in defense of any claim, issue or matter therein, such person shall be indemnified by the Club against expenses, including attorneys’ fees, actually and reasonably incurred in connection with such defense.

11.4   REQUIRED APPROVAL. Any indemnification under Sections 11.1 and 11.2, unless ordered by a court, shall be made by the Club only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 11.1 and 11.2. Such determination shall be made:

(a)   By the Board of Directors by majority vote of a quorum consisting of Directors who were not parties to such act, suit or proceeding; or

(b)   By the court in which such proceeding is or was pending upon application made by the Club or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Club.

11.5   ADVANCE OF EXPENSES. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Club in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director, Officer, employee or agent to repay such amount unless it is ultimately determined that such person is entitled to be indemnified by the Club as authorized in this Article XI.

11.6   OTHER RIGHTS. The indemnification provided by this Article XI:

(a)   Does not exclude any other rights (to the extent they are not prohibited by Section 5238 of the Law) to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested Directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office; and

(b)   Shall continue as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

11.7   INSURANCE. The Club may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Club, or is or was serving at the request of the Club as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Club would have the power to indemnify such person against such liability under the provisions of this Article XI; provided, however, that the Club shall have no power to purchase and maintain such insurance to indemnify such person for a violation of Section 5233 of the Law.

ARTICLE XII

RECORDS AND REPORTS

12.1   MAINTENANCE OF CORPORATE RECORDS. The Club shall keep:

(a)   adequate and correct books and records of account;

(b)   minutes in written form of the proceedings of the Members, the Board of Directors and Committees of the Board of Directors; and

(c)   a record of each Member’s name, address and class of Membership. All such records shall be maintained at the principal executive office of the Club.

12.2   INSPECTION OF CORPORATE RECORDS. On written demand on the Club, any Flag Member may inspect, copy, and make extracts of the corporate records maintained in accordance with Section 12.1 of these Bylaws at any reasonable time for a purpose reasonably related to the Member’s interest as a Member. Any such inspection or copying may be made in person or by the Member’s agent or attorney.

12.3   USE OF MEMBERSHIP LIST. Any list of Members names obtained by a Member from the Club, whether pursuant to the terms of Section 12.2 hereof, distributed by the Club in the form of a membership roster, or otherwise, may be used only for a purpose reasonably related to the Member’s interest as a Member of the Club. Commercial use of any such list or its distribution to any non-Member, for any other purpose, is not permitted.

12.4   INSPECTION BY DIRECTORS. Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Club for a purpose reasonably related to the Director’s interests as a Director. Such inspections may be made in person or by the Director’s agent or attorney. The right of inspection pursuant to this Section 12.4 includes the right to copy and make extracts of documents.

12.5   ANNUAL REPORT. The Board of Directors shall cause an annual report to be sent to the Members and Directors within 120 days after the end of the Club’s fiscal year. The report shall contain the following information, in appropriate detail:

(a)   The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;

(b)   The principal changes in assets and liabilities, including trust funds;

(c)   The corporation’s revenue or receipts, both unrestricted and restricted to particular purposes;

(d)   The corporation’s expenses or disbursements for both general and restricted purposes;

(e)   Any information required by Section 12.6 of these Bylaws; and

(f)   An independent accountants’ report or, if none, the certificate of an authorized Officer of the corporation that such statements were prepared without audit from the corporation’s books and records.

12.6   ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS. The Club shall furnish annually to each Member and Director a statement of the amount and circumstances of (i) any transaction, or series of transactions, during the prior fiscal year between the Club and any Director or Officer of the Club involving more than Fifty Thousand Dollars ($50,000), either individually or in the aggregate, and (ii) any loans, guarantees, indemnifications or advances aggregating more than Ten Thousand Dollars ($10,000) paid during the prior fiscal year to any Director or Officer of the Club pursuant to Article XI of these Bylaws. Such statement shall be included in the Annual Report delivered pursuant to Section 12.5 of these Bylaws.

ARTICLE XIIIAMENDMENTS

13.1   AMENDMENT BY BOARD. Subject to the Members’ rights under Section 13.2 hereof, the Board of Directors may adopt, amend or repeal all or any portion of the Bylaws unless doing so would:

(a)   Materially and adversely affect the Members’ rights as to voting, dissolution, or transfer;

(b)   Effect an exchange, reclassification, or cancellation of all or part of the Memberships;

(c)   Increase or extend the terms of Directors;

(d)   Allow any Director, other than the Junior Staff Commodore, to hold office by designation or selection rather than by election by the Members;

(e)   Increase the quorum for Members’ meetings;

(f)   Repeal, restrict, create, expand, or otherwise change proxy rights; or

(g)   Authorize cumulative voting.

13.2   AMENDMENT BY MEMBERS. New Bylaws may be adopted, or these Bylaws may be amended or repealed, by approval of the Members.

ARTICLE XIV

NOTIFICATION TO MEMBERS OF BYLAW AMENDMENTS, RULE OR POLICY CHANGES

14.1   Notice of Bylaw Amendments. Notice of the general nature of any amendment to these Bylaws adopted by the Board of Directors shall be given in writing by mail to the Members at least twenty (20) days before the amendment takes effect. Such notice will be given in accordance with the procedure for notice of changes in club rules or policies set forth in Section 14.2 hereof.

14.2   Notice of Rule or Policy Changes. The Board of Directors shall cause notice of any changes in Club rules or policies to be provided to the Members as follows:

(a)   Written notice shall be provided by the club via US Mail or The Masthead.

(b)   The notice shall contain the original wording of the new or amended rule or policy in addition to the modified wording of the rule or policy.

(c)   The notice shall be signed by the Commodore or the Secretary.

(d)   Effective ten (10) days after the notification, the membership shall be deemed duly notified and the rule or the policy in its modified or new form shall thereafter be considered in full force and effect.

14.3   EMERGENCY ACTIONS. Rules and policies may be established by the Board of Directors and become effective immediately without notice to the Members, if the Board of Directors determines that an emergency exists. The Members shall be notified of such emergency actions by posting on the Club bulletin board.

ARTICLE XV

DISSOLUTION

Upon dissolution of the Club and following satisfaction or discharge of all corporate liabilities and obligations, the remaining assets shall be distributed equally amongst the proprietary Members in good standing on the effective date of the dissolution of the Club. No class or category of Members except proprietary Members shall be entitled to share in any such distribution of assets.