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Constitution of Lewisporte Yacht Club Inc.
(as adopted in 2003 and amended in 2011 and as further amended at Jan. 26, 2012 General Meeting and April 19, 2012 Annual General Meeting)

Table of Contents
Registered Office | Objectives | Membership | Income & Financial Year | Executive |
Duties of Executive | General Meetings | Standards of Conduct and Discipline | LMAA | Revisions & Amendments


1. Registered Office [top]

The registered office of the Lewisporte Yacht Club is:
152 A Main Street
P.O. Box 1388
Lewisporte, NL A0G 3A0

2. Objectives [top]

a. To promote marine recreational services and social activities for the benefit of its members
b. To assist members in all matters pertaining to boating proficiency
c. To promote marine related tourism in Notre Dame Bay and support harbour development
d. To support and facilitate construction and maintenance of buildings and related property that may be deemed necessary to achieve the objectives of the club
e. To support and promote the aims of the Lewisporte Marina Administrative Authority Inc. (LMAA) as per its constitution

Provided that the corporation

a. shall not undertake any activities that would result in the revocation of its registration as a charity or as a public foundation for purposes of the Income Tax Act
b. shall not permit its officers or employees to be comprised so that a majority of the same are related or do not deal at arms length
c. shall not make non-qualified investment as defined by section 149 of the Income Tax Act

3. Membership [top]

a. Membership in the Lewisporte Yacht Club Inc. shall consist of:

i) persons over the age of 19 who have been approved by the Yacht Club executive and who own a boat and utilize facilities under the jurisdiction of the Lewisporte Marina Administrative Authority Inc. for the purposes of storing, launching, docking or lifting such boat. Such members will be known as Crew Members and will be eligible to serve on any and all positions within the club. The spouses of such members will also be considered Crew Members for all purposes other than voting where a principle of “one boat – one vote” will be observed. Membership fees for Crew Members will be set as outlined in (c.) below on the basis of “one boat –one fee.”

ii) persons over the age of 19 who are not Crew Members but who through their interest in recreational boating or related marine matters are desirous of becoming members. Such members will be known as Social Members. Social members will be entitled to one vote at general meetings of the club and will be eligible to serve on any and all positions in the club other than as Flag Officers. Membership fees for Social Members will be determined as outlined in (c.) below.

iii) such other persons over the age of 19 whom the club wishes to honour for their contribution to the club or to the boating or marine fraternity generally and who have been formally invited by the executive to be members of the club. Such members shall be known as Honorary Members. Such members will not be eligible to be Flag Officers or executive members but may serve on committees.

b. Membership in the Lewisporte Yacht Club shall be approved by the executive. All Applications for membership shall be presented in writing and must be accompanied by membership fees.

c. A committee of the executive shall set all membership fees subject to the approval of a majority (50 per cent plus one) of the members who comprise a quorum at a general meeting.

4. Income and Financial Year [top]

a. The income and property of the Club shall be applied to the promotions and objectives as outlined above.

b. The financial year of the Club shall end on December 31st of each year. All membership and other fees shall be due on March 30th of each year.

c. The signing officers of the Club shall be any two of the Treasurer, the Commodore and the Secretary. The signing officers shall also hold the passwords, addresses, log-in identification or any other identifiers required to access any digital devices or services utilized by the club.

d. Expenditures from the Club’s funds in excess of $200 shall only be made with the prior approval of a majority of the executive

5. Executive [top]

a. The Yacht Club Executive shall consist of:

Flag Officers

Commodore
Vice Commodore
Rear Commodore
Fleet Captain

Executive Committee

Treasurer
Secretary
Communications and Publicity Committee Chairperson
Director (Fleet)
Director (Premises)
Director (Social)
Past Commodore

b. Definitions:

i) The term executive refers to all the positions listed in item (A) above
ii) The term Flag Officer refers to the following positions: Commodore, Vice Commodore, Rear Commodore, Fleet Captain.
iii) The term executive committee refers to the following positions on the executive: Treasurer, Secretary, Communications and Publicity Committee Chairperson, Director (Fleet), Director (Premises), Director (Social), Past Commodore.

c. No Flag Officer shall hold the same office for more than one year.

d. Members of the Executive Committee shall be elected for a term of one year but no member of the Executive Committee shall hold the same office for more than two years in succession. Notwithstanding this stipulation, any former office holder in good standing shall be eligible for re-election after an absence of a minimum of two years. However, in circumstances where the positions of Treasurer, Secretary, Communications and Publicity Committee Chairperson, Director (Fleet), Director (Premises) or Director (Social) are not filled by election at an annual general meeting or circumstances in which these positions become vacant due to resignation, death, illness or similar reason, the executive may appoint a member to fill the position for the lesser period of one year or until the next annual general meeting even if that member has held the same position for two years or has not completed the two year absence period stipulated in the previous sentence.

e. The Commodore shall be replaced each year by the Vice Commodore who, in turn, is succeeded by the Rear Commodore. The Fleet Captain then moves to the position of Rear Commodore and a new Fleet Captain is elected from the remaining eligible Executive or Crew Members.

f. Notwithstanding (E), in the event that any flag officer does not wish to move up to a new position after serving his/her one year term, the resulting vacated position(s) will be filled by the position(s ) below. An election is then held to fill the remaining vacated position(s) from the remaining eligible executive or Crew Members.

g. The executive shall be responsible for the day-to-day operations and general management of the Yacht Club facilities.

h. The Past Commodore shall be a member of the executive committee for a period of one year and shall be entitled to vote at executive meetings.

i. The Executive of the Lewisporte Yacht Club is to meet at least every month or more often if deemed necessary.

j. A quorum for a general meeting shall consist of the registered Lewisporte Yacht Club members present at a general meeting on condition that notice of a general meeting has been issued 10 days in advance.

k. Notwithstanding the voting privileges accorded to Social Members under 3. a (ii) above, no measure adopted at a General or Annual General Meeting of the club shall be valid unless it is supported by a majority of Crew Members.

l. A minimum of seven members of the executive shall constitute a quorum at any executive meeting.

6. Duties of Executive [top]

Commodore:

a. Overall responsibility for overseeing all activities of the club.
b. Call Executive Meetings, General Membership Meetings and any Special General Meetings.
c. Preside at all meetings as per (b) above.
d. Ex-officio of all other committees dealing with club business.
e. Direct the general operation of the club with assistance as deemed necessary.
f. Cast the deciding vote in the event of a tie pertaining to a vote at an executive or at a general meeting.
g. To deal with the press and other media with respect to announcements, releases or other specific matters affecting the Club’s image in the community and in the public at large.

Vice Commodore:

a. Responsible to the Commodore for Yacht Club Premises
Responsibilities to include selection of such other members whose assistance the Vice Commodore may deem appropriate to help him/her with:

i. hiring and supervision of cleaning and repair personnel subject to executive authorization of any required expenditures
ii. regular inspection of interior and exterior of club premises and report any indicated repairs or maintenance to the executive
iii. ensure premises are adequately secured and meet applicable safety standards
iv. maintain an inventory of club equipment and supplies including kitchen and bar and, with approval from the executive, replenish as required
v. premises rental and collection of rental fees
vi. operation of washer and dryer facilities and related revenue collection
vii. supervise operation of the bar facilities

b. Assists the Commodore in the execution of his/her duties and assumes the responsibilities of the Commodore in the event that the Commodore is unable to fulfill his/her duties

Rear Commodore:

a. Responsible to the Commodore for Club Social Activities

b. Responsibilities to include selection of such other members whose assistance the Rear Commodore deems appropriate to help him/her with:

i. arranging social events such as dinners, dances, breakfasts or such other appropriate activities
ii. to consult with other clubs or marinas regarding intra club activities
iii. such other responsibilities as may be assigned by the executive

Past Commodore:

a. Member of the executive for purposes of administrative continuity
b. Responsible to the Commodore for any assigned responsibilities

Fleet Captain:

Responsible to the Commodore for the following:

a. Boat Parade
b. Flotillas
c. Club Awards Program
d. Supervision of Regattas
e. Racing Programs
f. Instruction programs in respect of boating generally. Such programs may include but not limited to navigation, safety or sailing instruction programs.

The Fleet Captain may recruit such other members to assist in the execution of these duties as he may deem appropriate.

Treasurer:

a. To ensure that all the Club’s funds are properly accounted for and promptly deposited in the Club’s bank account.
b. To ensure that the members’ accounts and other accounts receivable are properly paid and that the accounts payable by the club are properly documented and promptly submitted to the executive for approval for payment
c. Review and monitor all the financial affairs of the Club and advise the flag officers on same
d. Develop a financial budget for the Club for the upcoming year to be presented to the executive for approval early in the new financial year.
e. To consult with the executive to determine what matters relating to their respective responsibilities will or may affect the financial budget.
f. Advise the executive on the budgetary options for the coming year and the probable implications of same.
g. Make recommendations as deemed necessary to the executive on the club’s financial structure, financing arrangements and any other matter which may affect or improve the financial security of the Club.
h. Present at general and executive meetings a written financial report detailing the financial condition of the Lewisporte Yacht Club.
i. Should the executive or a majority of members at a general meeting decide that an audit of the club’s financial position is desirable, to deliver the club’s financial and other relevant records to the designated auditor.
j. Keep a file of all invoices and purchase orders pertaining to the expenditures associated with the operation of the Lewisporte Yacht Club for a period of two years.
k. File a copy of all financial records at the Lewisporte Yacht Club clubhouse
l. Carry out such other duties as the executive may delegate from time to time.

Secretary:

a. To ensure that a proper and current roll of members, including honorary members is maintained and to report to the treasurer any changes in the membership roll.
b. To act as corresponding secretary for the club.
c. To notify members of the executive of forthcoming meetings of the executive and to instruct the Communications and Publicity Committee Chairperson to notify members of the Yacht Club of all scheduled meetings of the general membership of the Club.
d. To maintain and record minutes of all proceedings at meetings of the executive and general and special meetings of the Club.
e. To assist the Commodore or the chairperson of the executive from time to time in the orderly dispatch of business at meetings of the executive or of the general membership.
f. To carry out such other duties as the flag officers may delegate from time to time.
g. In liason with the treasurer, maintain an up-to-date file of membership phone numbers, mailing address and FAX numbers where applicable.
h. To be responsible for coordinating new applications for membership and to pass them to the executive for analysis and approval

Communications and Publicity Committee Chairperson:
Responsible for:

a. Acting as Club Archivist and keeping records of the club’s activities and its history. This includes the displaying of them, where feasible, at the club thus ensuring the preservation of those records for the future.
b. Publicizing those club events that are public
c. Communicating to members in respect of club activities including notices of general meetings, social events, and the relaying of any communications received from LMAA for transmission to our members.
d. Operating, maintaining and updating of the club’s website.
e. Writing and distributing a club newsletter

Director (Fleet):

Responsible to the Fleet Captain for assigned duties with respect to Fleet activities

Director (Premises):

Responsible to the Vice Commodore for assigned duties with respect to the Club’s premises

Director (Social):

Responsible to the Rear Commodore for assigned duties with respect to Club social activities

7. General Meetings [top]

a. An Annual General Meeting (AGM) will be held during the month of April at which time a new executive shall be elected to hold office until the next Annual General Meeting.

b. Nominations and Elections:

The Executive shall elect a nominating committee in February preceding the Annual General Meeting. This committee shall comprise three Crew Members, one of whom will be the immediate Past Commodore who will serve as committee chair. The Commodore does not participate in selection of or participate as a member of this committee.

 The duty of the committee is to find the best candidate for each office, but has no obligation to find more than one person to fill each slot. Persons serving on the committee can be nominated for office.

The committee should meet, carefully review the eligible membership list, and select Crew Members who they think will do the best job in each office. A member of the committee should then be designated to contact the nominee to see if he or she is willing to serve if elected. If someone is not willing to serve, the committee will find another candidate.

The committee can tell members publically via the Secretary that they do not have a candidate for a certain office; this allows Crew Members to volunteer.

If no candidate is found, the committee can leave that slot open for nominations from the floor.

Report of the nominating committee:

The report of the nominating committee is presented to the Commodore at the assembly. The Commodore states the nominations for each office. As soon as the committee reports, it is discharged from its duties.

The Commodore as chair of the AGM presents the report of the Nominations Committee to the assembly, and nominations are now open from the floor.

Nominations From the Floor:

As soon as the Commodore opens nominations from the Floor, a Crew Member can bring forth a nomination. A Crew Member should know beforehand if the person he or she wishes to nominate is both eligible and willing to serve.

When the nomination is from the floor:

-A person can nominate himself or herself.

-A nomination does not need a second.

-A Crew Member can be nominated for more than one office.

-A Crew Member cannot nominate more than one person for an office until everyone has had the opportunity to make nominations.

-Nominees do not have to leave the room during the nominations, when the vote is taken, or when the vote is counted.

-A Crew Member can rise and decline the nomination during the nomination process.

-After each nomination, the Commodore repeats the name to the assembly.

A motion to close nominations is not necessary unless it is apparent that Crew Members are nominating people to honor them, and that the nominees have no intention of serving.

The Commodore closes nominations when no further nominations come forward from the assembly.

If at any time during the nomination process a Crew Member realizes that he or she will be unable to serve if elected, the member should stand and request that his or her name be removed from nomination.

Elections:

After the nominating process is finished, the members must vote on the proposed candidates.

When there is only one candidate for an office, the election shall be by voice vote. The Commodore announces to the assembly the results of the voice vote.

When more than one candidate has been nominated for an office, the election is by ballot vote using an individual ballot for that office after nominations for that office are closed. Crew Members write the name of the person they wish to see elected for that office on a blank piece of paper distributed for the vote. Members go to the polls once. When no candidate receives a majority vote for a particular office, members must continue to vote until someone is elected.

When taking the vote by ballot, the Commodore declares the polls are closed after asking the assembly if everyone who wants to vote has voted. A Crew Member can make a motion to close the polls, which requires a second and a two-thirds vote to adopt. The Commodore should not admit a motion to close the polls if people are still voting.

Counting and recording the Ballots:

The Past Commodore and one other appointed Crew Member from the assembly count the ballots. The Past Commodore addresses the Commodore and announces the results of the election. The Commodore informs the assembly of the elected officer.

All ballots are filed with the Secretary for ninty (90) days at which time they are destroyed.

Elected officers take office at the close of the AGM.

c. There shall be a meeting of the general membership, including the Annual General Meeting, twice per year. Notification of a general meeting is to be made ten days prior to any meeting. Notwithstanding the above policy, a special general meeting may be called at the discretion of the executive or the Commodore.

d. The business of the AGM shall pertain to the following items, but shall not be restricted to only those items:

i. Presentation of the minutes of the last AGM and the preceding general meeting

ii. Presentation of the annual report of the executive as presented by the Commodore or his designate.

iii. Presentation of a detailed financial statement by the treasurer or his designate.

iv. Presentation of an auditor’s report should an audit have been previously decided upon by either the executive or the general membership.

v. Appointment of the auditor(s) for the forthcoming financial year should either the executive or the general membership decide that an audit is indicated.

vi. Election of officers.

8. Standards of Conduct and Discipline [top]

a. Standards of Conduct
All members of the Lewisporte Yacht Club are expected to conduct themselves with utmost regard for the safety, security and dignity of all persons and property

b. The Executive of the Lewisporte Yacht Club by majority vote are authorized to take measures as they deem appropriate, up to and including termination of membership, in the maintenance of the club’s Standards of Conduct. A member may appeal the disciplinary decision of the Executive in writing to the Secretary. The Secretary will within thirty days appoint an appeal committee of up to five but no less than three crew members all of whom must be at arm’s length from the Executive. Within thirty days of appointment the committee will hear the appeal, make such inquiries and investigations as they deem appropriate and by a majority vote decide to uphold or overturn the decision of the Executive.

c. In the event that a Crew Member is unable to fulfill LMAA representation duties, the executive may appoint another Crew Member to serve the shorter of:

9. Lewisporte Marina Administrative Authority Inc. (LMAA) [top]

a. The Club, being eligible to select four (4) directors of the Lewisporte Marina Administrative Authority (LMAA), will elect two representatives at each Annual General Meeting. The club’s representatives to LMAA shall be Crew Members of the club and meet applicable LMAA eligibility criteria.

b. As prescribed by the LMAA constitution, the terms of each of these representatives will be 2 years. Notwithstanding this limitation, any former representative is eligible to serve a successive term after a two year absence from the LMAA Board of Directors.

c. In the event that a Crew Member is unable to fulfill LMAA representation duties, the executive may appoint another Crew Member to serve the shorter of:

i. the balance of the original Crew Member’s term if that remaining term is less than one year, or
ii. until the next general meeting, in which latter case, a Crew Member will be elected to serve the balance of the term of the originally elected Crew Member.

d. Duties of LMAA representatives:

i. Attend at meetings of the LMAA Board of Directors
ii. Assign one of their number to deliver a report of LMAA operations at each general meeting
iii. Assign one of their number to attend club executive meetings and deliver a report on LMAA operations

10. Revisions and Amendments [top]

a. Revisions to this constitution shall be in the form of amendments only.

b. Amendments to the constitution can only be initiated on a motion from the General Membership.

c. A Constitution Committee of three persons appointed by the executive from the general membership shall submit the proposed amendment(s) to the executive who in turn shall present the recommended amendment(s) to the General Membership for discussion and ratification.

d. Amendments must be ratified by seventy-five per cent (75%) of the members present at a general meeting of the Lewisporte Yacht Club provided that such amendment is supported by a majority (50% plus one) of Crew Members.

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