Article I – Name & Organization
Section 1. Name: The name and title of this
organization shall be the Asheville Sailing Club, Inc. (“ASC”) Its mailing
address shall be 37 Lake Julian Rd. Arden, NC 28704
Section 2. Purpose: The purpose for which this Club
was organized and continues is to promote and encourage competitive and
non-competitive sailing in the western North Carolina area. The Club shall
promote safety in water sports and shall encourage participation by young
people in sailing activities.
Article II – Membership
Section 1. Qualification: Any person at least 18 years
of age, having a particular interest in the goals and purposes of the Club,
whether actively engaged in sailing or not, may become a member by applying
online on the ASC website, and by the payment of annual dues. Such individuals
shall be designated Regular Members and shall have all the rights, duties and
responsibilities of membership including the right to vote, hold office and
participate in all Club functions.
Section 2. Collateral Memberships: In addition to
Regular Members, there shall be Family Members and Honorary Members who are
non-paying. Family Members shall include partners and dependent children of
Regular Members who, if included, shall pay the Family Membership dues. There
is hereby created a category of Honorary Members to be selected by the Board of
Directors to recognize the contributions and achievements of former members.
Section 3. Voting Rights: Each dues paying Regular
Member shall be entitled to vote on any issue requiring the vote of membership.
Proxy voting on all matters is permissible by appointing any officer or other
regular member in writing or by email. Members, Family Members, Honorary
Members, and their partners at least 18 years old shall be entitled to
participate in all activities of the Club and shall be entitled to vote and
hold office, however there may only be two votes per Membership.
Article III – Meetings
Section l. Annual Meeting: An Annual Meeting of the
Asheville Sailing Club, Inc. will be held in the last quarter of each year at a
time and place as shall be determined by the Board of Directors, for the
purpose of electing officers of the Club for the succeeding year and for the
transaction of such other business as may be properly brought before the
meeting. At such Annual Meeting, the Commodore shall give a status report of
the Club and all major projects undertaken during the past year. The Budget,
approved by the Board, shall be presented by the Treasurer for approval by the
voting members, and if such approval is given shall approve expenditure up to
the amounts in each line item.
Section 2. Special Meetings: Special Meetings of the
members may be called at any time by the Board of
Directors or by written request signed by at least
fifteen per cent (15%) of the voting members. Such written request shall be
delivered to the Secretary and shall state the purpose for which such Special
Meeting is requested.
Section 3. Required Notice: Each voting member shall
be notified of the place, date and hour of the Annual and all Special Meetings
not less than ten (10) nor more than sixty (60) days prior to the date of the
meeting. A quorum shall consist of at least one-third (1/3) of the total of
Regular Members either present or represented by written proxy. All meetings
shall be conducted in accordance with Robert’s Rules of Order.
Article IV – Board of Directors
Section l. Number & Qualification: The Board of
Directors (“Board”) shall consist of the Commodore,
Vice Commodore, Secretary, Sailing Program Director,
RC Sailing Director, Treasurer, and immediate
Past Commodore who shall qualify by virtue of their office.
In addition, the Club shall elect two (2) other Regular Members at the Annual
Meeting, to serve as members at large for the succeeding year. No such member
at large shall serve for longer than three consecutive terms. The Sailing
Program Director position will exist only for as long as an active youth
program exists.
Section 2. Meetings: The Board shall meet at such time
and place as it shall determine upon the call of the Commodore or when any
three of its other members shall determine that there is sufficient business to
justify a meeting. Each member of the Board shall be entitled to at least three
(3) days prior notice of any meeting. A quorum shall consist of four (4)
members.
Section 3. Authority: The Board shall have full
authority to act for the members on any matter affecting the Club, provided,
however, any matter including an expenditure of five hundred dollars ($500) or
more above the Budget line-item amount agreed at the Annual Meeting shall be
submitted to the members for ratification or disapproval. All other actions of
the Board shall be reported to the Regular Members on a timely basis, but
unless a motion is made at the Annual Meeting or at any Special Meeting of the
membership, seconded and passed to rescind such action, no approval or
ratification shall be required.
Section 4. Duties of the Board of Directors: The Board
shall plan the annual calendar of activities and regattas and manage the
operations and finances of the Club. The Board of Directors shall prepare a
proposed budget for the following fiscal year for approval by the members at
the Annual Meeting. All board/committee members shall act within the approved
budget. All Board/Committee members shall act within the approved Budget or
obtain Board approval for any overspend in advance up to $500 and the
Membership above this.
Article V – Committees
Section 1. Standing Committees: There shall be the
following standing committees established to carry out the goals and purposes
of the Club, the chairpersons of which shall be appointed by the Commodore and
they in turn shall appoint committee members. These committees shall be
responsible for such additional programs and activities as are assigned from
time to time by the Board:
a.
Regatta Committee: Charged with the duty of
conducting all races, regattas and other competitive sports engaged in by the
Club. The committee shall consist of the chairperson and 2 (two) Regular
Members who are experienced sailors. The Chairperson shall appoint a member to
serve as a Race Committee to conduct each regatta in accordance with the rules
of the United States Sailing Association (USSA).
The Board shall establish rules for conducting
regattas including proper start of races, the calculating of handicaps and the
receiving of and appeals of protests. The Regatta Chairperson shall issue a
Notice of Race for each regatta; ensure that the assigned Race Committee will
attend; tabulate corrected times from regattas and email the results to
members; calculate year’s regatta winners and Most Improved Skipper; and obtain
awards.
b.
Nominating Committee. Selected by the Board and
shall submit names of nominees for all Officers and members at large of the
Board. The names of the persons so selected shall be included in the official
notice of the Annual Meeting.
c.
Audit Committee: Shall consist of two (2)
members, neither of whom shall be a member of the Board and shall review the
Club’s finances annually and make a report at the Annual Meeting.
Section 2. Other Committees: The Board may establish
other committees from time to time for limited or special purposes, as it shall
determine necessary and proper. Among others, these may include:
a.
Sailing Committee: Shall be responsible for all youth
and adult sailing training programs. If no active youth sailing exists, then
this committee shall be responsible for the development and conduct of all
instructional programs sponsored by the Club, including water safety.
b.
Social Committee: Shall provide the planning for
the Annual Meeting dinner and all other special social events to be conducted
by the Club.
c.
Marketing Committee: Shall be responsible for
the publicity of the Club; through our website, Face Book and social media
platforms, and throughout the community.
d.
Grounds Committee: Shall be responsible for
maintaining and improving the physical infrastructure of the Club in
partnership with Parks management.
Article VI – Officers
Section 1. Officers: The Officers of the corporation
shall consist of a Commodore, Vice Commodore,
Secretary, Sailing Program Director, RC Sailing
Director, and Treasurer to be elected at the Annual Meeting. Following the
report of the Nominating Committee, nominations may be made from the floor by
any Regular Member. In the event there is more than one nomination for any
office, voting shall be by secret ballot. All Officers shall be Regular Members
of the Club, shall be elected for a term of one (1) year and shall hold office
until their successors are elected. The Commodore shall not serve more than three
consecutive full terms.
Section 2. Duties of the Commodore: The Commodore
shall preside over all meetings of the corporation and the Board and shall have
general supervision of the activities of the Club. He or she shall appoint
committee chairpersons as specified in these Bylaws; shall execute the policies
and directions of the Board; and shall impartially enforce the Bylaws. The
Commodore shall also sign all written contracts and other legal documents on
behalf of the corporation. The Commodore shall serve as the key point of contact
with the Lake Julian rangers and other sailing clubs. The Commodore shall
coordinate the Annual Meeting dinner and business.
Section 3. Duties of the Vice Commodore:
The Vice Commodore shall preside at all meetings in the absence of the
Commodore. The Vice Commodore shall serve as Chairperson of the Regatta
Committee, conduct all races, appoint PRO’s, determine trophy winners, and
engrave the annual trophy. The Regatta Committee
shall consist of several members appointed by the board or directors. They will
not be considered members of the board or have voting privileges as such.
Section 4. Duties of the Secretary: The Secretary
shall issue notice of all meetings of the corporation and Board and shall
attend and keep accurate and complete minutes of the same. The Secretary shall
keep custody of the official records and documents of the organization and
shall maintain a current roster of all members. The Secretary will welcome and
add new members to the private Google Group email system. In the absence or
disability of the Secretary, his or her duties shall be performed by such other
member of the Board as it shall designate.
Section 5. Duties of the Treasurer: The Treasurer
shall be responsible for collecting dues and processing all applications for
membership and shall be accountable for all funds of the corporation; shall
maintain a checking account and sign all checks of the corporation; and shall
maintain a complete and accurate record of Income and expenditures and shall
report to the Board as requested by it. Any expenditure of five hundred dollars
($500) or more shall require prior approval of the Board. In the absence or
disability of the Treasurer, his or her duties shall be performed by such other
member of the Board as it shall designate.
Section 6. Duties of the Sailing Program Director:
Sailing Program Director shall be responsible for the development and conduct
of all youth and adult instructional programs sponsored by the Club, including
water safety. It shall be the duty of the Sailing Program Director to advise
the Board of Directors on the program of sailing instruction, including the
oversight of the hiring of the necessary personnel by the Sailing Program Director.
Section 7. Duties of the RC Sailing
Director: The RC Sailing Director shall be
responsible for the development and organizational activities of the RC sailing
community.
Section 8. Removal and Vacancies: Any officer or
member at large of the Board may be removed from office by a majority vote of
the Regular Members at a Special Meeting called pursuant to Section 3, Article
III. Any vacancy so created (or in the event of death, Disability, or
resignation, may be filled by the remaining members of the Board for the
unexpired portion of the term.
Section 9. Dissolution. Upon the dissolution of ASC,
the Board of Directors shall, after paying or making provision for the payment
of all liabilities of the Corporation, dispose of all the assets of the
corporation by distribution to another 501c(3) or 501c(7) nonprofit
organization. Any such assets not so disposed of shall be disposed of by the
Superior Court of Buncombe County.
Article VII – Finances
Section 1. Dues: Regular Members of the Club shall pay
dues of a specified sum each year. Increases of up to $10 per year may be
determined by the Board, any increases above $10 per year must also be approved
by the Regular Members at the Annual Meeting. Dues are due and payable on the
first day of January. The Board may terminate the membership of any Regular
Member who is in default for a period of sixty (60) days or more.
Section 2. Donations: The Learn-to-Sail and similar
programs may be funded by donations from sponsors, patrons, grants, and other
entities and will be managed by the Asheville Sailing Club through its Board.
Section 3. Audit: The books and records of the
Treasurer shall be audited annually by the Audit Committee, preceding the
Annual Meeting, both for the prior Fiscal year, and for the current year up
until 30 days prior to the date of that Annual Meeting. The Audit Committee
shall make its report at the Annual Meeting and such shall be made a part of
the minutes of the meeting. The Fiscal year of the Club shall end on 31
December and will be the Calendar year.
Section 4. Earnings Limitation: No part of the net
earnings of the organization shall inure to the benefit of its Regular Members,
Directors, Officers, or other persons except that the organization shall be
authorized and empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of the exempt purposes of
the organization.
Article VIII – Amendments
These Bylaws may be amended at any Annual Meeting or
any special meeting called for that purpose. Approval of any amendment shall
require a two-thirds (2/3) affirmative vote of the Regular Members present or
represented by proxy. A copy of the proposed change shall be mailed to all
Regular Members of the Club at least one (1) week prior to said Annual or
Special Meeting.
These Bylaws were approved and adopted November 21,
1992.
And were amended by the members in 1993.
And were amended by the members on November 18, 2004.
And were amended by the members on February 16, 2007.
And were amended by the members on February 22,
2008.
And were amended by the members on June 11, 2016.
And were amended by the members on November 9, 2019.
And were amended by the members on March 16, 2024.