| Constitution & Bylaws |
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TABLE OF CONTENTS Article 2: PURPOSES of the CLUB.. 2 Section 1: Membership Eligibility and Rights 2 Section 2: Election of Members 8 Section 3: Transfers and Resignations 10 Section 6: Powers and Duties of Directors 13 Section 7: Duties of Officers 14 Section 8: Election or Appointment of Officers 17 Section 9: Removal of Directors 18 Section 10: Annual General Meetings 18 Section 11: General Meetings 19 Section 12: Director’s Meetings 19 Section 17: Release of Rights 22 Section 22: Books and Records 22 Section 24: Disposal of Assets 23 CONSTITUTION 1.01 The name of the Club shall be West Vancouver Yacht Club. Article 2: PURPOSES of the CLUB 2.01 The purposes of the Club are: (a) The development and encouragement of seamanship and sportsmanship; (b) The preservation of yachting traditions; and (c) The provision of shore and marine facilities for the use of the Club Members. BYLAWS Section 1: Membership Eligibility & Rights Section 14: Quorum
Section 2: Election of Members Section 15: Resolutions Section 3: Transfers and Resignations Section 16: Voting Section 4: Fees and Dues Section 17: Release of Rights Section 5: Directors Section 18: Notices Section 6: Powers and Duties of Directors Section 19: Fiscal Year Section 7: Duties of Officers Section 20: Audit Section 8: Election or Appointment of Officers Section 21: Seal Section 9: Removal of Directors Section 22: Books and Records Section 10: Annual General Meetings Section 23: Publications Section 11: General Meetings Section 24: Disposal of Assets Section 12: Director's Meetings Section 25: Indemnity Section 13: Rules of Order Section 26: References Section 14: Quorum
Section 15: Resolutions Section 16: Voting Section 17: Release of Rights Section 18: Notices Section 19: Fiscal Year Section 20: Audit Section 21: Seal Section 22: Books and Records Section 23: Publications Section 24: Disposal of Assets Section 25: Indemnity Section 26: References
Section 1: MEMBERSHIP ELIGIBILITY, RIGHTS, OBLIGATIONS and RESPONSIBILITIES 1.01 Active Members shall: (a) Be 19 years of age or older; (b) Either: (i) Have at one time been assigned a Club moorage; or (ii) Have a boat moored elsewhere and be on the waiting list for a Club moorage; or (iii) Have been an Associate Member or Active Member under (i) or (ii) above for a period of 24 months; (c) Be transferred from Intermediate, Non-Resident, Associate, or Senior Member in accordance with Section 3; (d) Have the right to vote and hold office; and (e) Enjoy all the privileges of the Club. 1.02 Associate Members shall: (a) Be 19 years of age or older; (b) Be elected in accordance with Section 2 or be transferred from Active, Intermediate, Non-Resident, or Senior Member in accordance with Section 3; and (c) Enjoy all the rights and privileges of the Club except the right to vote or hold office or be assigned moorage. 1.03 Syndicate Members shall be those members party to the Syndicate 1.04 Honorary Life Members shall: (a) Be members who have rendered important services to the Club; (b) Be elected in accordance with Section 2.04; (c) Have the right to vote and hold office; (d) Enjoy all the privileges of the Club; and (e) Be exempt from the payment of any fees or assessments, other than mooring dues for life. 1.05 Non-Resident Members shall: (a) Be transferred from Active or Associate membership in accordance with Section 3; (b) If transferred on or before 27 November 1975, maintain a principal place of residence more than 30 kilometres from the main West Vancouver Post Office; (c) If transferred after 27 November 1975 but on or before 30 November 1990, maintain a principal place of residence; (i) If located in the Lower Mainland of B.C., more than 50 kilometres outside the Greater Vancouver Regional District, or (ii) If not located in the Lower Mainland of B.C., more than 30 kilometres from the West Vancouver Post Office; (d) If transferred after 30 November 1990, maintain a principal place of residence outside the following coordinates: (e) If transferred after 26 November 2009, not meet any of the following criteria: (i) Maintain a principal residence within the geographical area defined in 1.05 (f), or (ii) Have a spouse who maintains a residence within this area, or (iii) Have a place of business within this area, or (iv) Have an interest in a pleasure vessel moored (wet or dry) at a location within this area (f) Meet the criteria in 1.05(e) relative to the geographical area defined by the following co-ordinates: N 48 degrees 40’00” in the south W 124 degrees 30’00” in the west N 50 degrees 00’00” in the north W 121 degrees 00’00” in the east (g) Enjoy all the rights and privileges of the Club except the right to vote, hold office, be assigned moorage, or accrue seniority, and (h) Be exempt from special assessments. 1.06 Senior Members shall: (a) Be 65 years of age or older; (b) Have been a member in good standing for a minimum of 10 years; (c) Be transferred in accordance with Section 3: (d) Enjoy all the rights and privileges of the Club except the right to vote or hold office or be assigned moorage; and (e) Be exempt from special assessments. 1.07 Intermediate Members shall: (a) Be not less than 16 and not more than 26 years of age; (b) Be elected in accordance with Section 3; (c) Enjoy all the rights and privileges of the Club except the right to vote or hold office or be assigned moorage; and (d) Be exempt from special assessments. 1.08 Junior Members shall: (a) Be not less than 8 and not more than 18 years of age, except that on reaching 19 years of age a member may continue as a Junior Member for the remainder of the Club’s fiscal year; (b) Be elected in accordance with Section 2; and (c) Have the right to participate in Junior activities. 1.09 Honorary Members shall: (a) Be officers or representative members of other clubs or persons of special distinction as may seem desirable to the Club Directors; (b) Be elected for the current year only by the Club Directors; (c) Enjoy all the rights and privileges of the Club except the right to vote, hold office or be assigned moorage; (d) Be exempt from all fees, dues, and special assessments; and (e) Not have any proprietary rights in the Club. 1.10 Spouses shall have the following rights: (a) An active membership, syndicate membership or honorary life membership may be held jointly by spouses living in the same household. A member who wishes to hold the membership jointly pursuant to Section 1.10 shall advise the Secretary in writing. (b) The jointly held membership shall be limited to one vote and to one moorage space. (c) Only one spouse sharing a joint membership may be a member of the Board of Directors at any one time. (d) An Active membership may not be held jointly in the event of separation or divorce. In this event, the spouses shall advise the Board of Directors in writing as to which spouse will retain the membership. (e) The spouse of any member in good standing may be entitled to use and enjoy all of the facilities of the Club, without payment of dues and fees. This privilege shall be extended for a period of one year following the death of the member. The spouse of a deceased member mooring a vessel in the Club’s basin shall be allowed to retain such mooring for the same period upon payment of the applicable moorage fees. (f) For a period of one year following the death of a member, the spouse of that member who applies for membership, and is elected, shall be entitled to the transfer of the membership held by the deceased member. The spouse, upon payment of the appropriate dues but without membership fee, shall then assume the membership status and seniority of the deceased member. (g) On resigning, a member in good standing may, by advising the Secretary in writing, authorize the transfer of that member’s membership to a spouse or former spouse. Within one year of such authorization, a spouse or former spouse who applies for membership and is elected shall be entitled to the transfer of the debenture. The spouse or former spouse upon payment of the appropriate dues but without membership fee shall then assume the membership status and seniority of the former member. (h) A transfer of membership under section (f) or (g) shall occur only once and shall not apply to the membership acquired by the surviving spouse or former spouse. 1.11 Seniority: (a) Seniority in the Club for moorage purposes is subject to Section 1.10 (f), (g) and (h) except as hereinafter provided. (b) Seniority for members for all purposes including moorage shall commence as defined below: (i) For members without debentures (i.e. joining after January 1, 2005) or for Intermediate members in good standing as of January 1, 2005, seniority commences on the date of their approval as an Active, Associate, or Intermediate member. The relative seniority of members approved for membership by the Board on the same day shall be determined by the date and time their completed application for membership was received by the Club. (ii) For members with debentures (ie those members who joined the Club as Active or Associate members prior to January 1, 2005) seniority commences on the earlier of, the date of purchase of their debenture, or their acceptance as an Active Member if such approval preceded the date of purchase of their debenture. The relative seniority of members, who purchased their debentures on the same day or were approved on that date as an Active member prior to purchasing their debenture, shall be determined by reference to the date their application for membership was received by the Club. (c) Seniority shall only accrue during periods after November 30, 1977, that the member maintains good standing as an Active, Associate, Honorary Life, or Intermediate member. 1.12 Members in Good Standing: 1.13 Every member shall uphold the Constitution and comply with these Bylaws and Regulations. Section 2: ELECTION of MEMBERS 2.01 Persons may be elected to Associate, Intermediate, or Junior membership subject to the following: (a) Notwithstanding the membership eligibility requirements herein before set out, i) the number of non-voting members, excluding Junior Members, shall not exceed the number of voting members. ii) the number of Active and Associate members in the Club shall not exceed 500 plus any members transferred under Bylaw Section 3. (b) The applicant shall obtain a membership application from official Club sources . (c) An application form must be fully completed, signed by the applicant and two Active, Associate, Honorary Life, or Senior Members of the Club in good standing, be accompanied by a cheque for the appropriate membership fee, dues, and debenture if required, or a cheque representing a down payment of not less than $1,000 plus total taxes due and be delivered to the Club office. In the case of an applicant not having Club sponsors, letters of reference from the following sources must be attached. President or General Manager of an existing or recent private club membership, a business associate (supervisory), a clergy person, a professional designation such as engineer, doctor, accountant. An applicant who submits a cheque for less than the full amount of the membership charges will be placed on the Club’s deferred payment program and his account debited each month for the next 60 months according to the terms of the plan, as follows. The first 12 months will be interest free and the remaining monthly payments each representing 1/48th of the balance owing plus interest (at the prime rate charged by the Club’s bank at November 1st each year). Any member may pay the outstanding balance in lump sum amounts by application to the Club and approval by the Board. (d) Where an application is received for Junior membership, the acceptance and processing of such application shall be at the absolute discretion of the Board of Directors and contingent upon such arrangements with the parents or guardians of such person as the Board of Directors may deem appropriate. (e) An application shall be referred to the Membership Committee who shall investigate the references and statements made in an application, interview the Club members signing the same as to their knowledge of the applicant, interview the applicant, consider the application and report to the Board of Directors at their next regular meeting. (f) Notice of the application shall be published in the Foghorn or posted on the Notice Board in the Club office or sent to the members and such notice shall include the applicant’s name, address and occupation together with the names of the two Club members signing the application and such notice shall contain the following endorsement: “As required by Section 2 of the Bylaws, the following persons have applied for membership in West Vancouver Yacht Club. Representation either for, or against, these applications will be welcomed by the Directors”. (g) Where the spouse or former spouse of a member applies for membership, the Directors may, at their discretion, waive the procedure for publication as specified in this Section; and (h) No person may apply for membership in the West Vancouver Yacht Club who has been rejected on two previous applications. 2.02 The Board of Directors shall at their next meeting vote upon the application provided that notice of the application has been published or sent to the members at least seven (7) days in advance of such meeting and further provided that any Director who has proposed or seconded an applicant shall abstain from voting on the election of such applicant. 2.03 If elected to membership, the new member shall be supplied with a copy of the Constitution, By-Laws, Regulations and such other published rules as may be in force. It shall be the duty of the Secretary to see that these documents are supplied to the new member and that each new member’s name is properly entered in the Club records. 2.04 Nominations for Honorary Life membership must be signed by not less than ten (10) Active or Honorary Life Members and shall set forth the reasons for the nomination. Honorary Life Membership is the highest honour that members of West Vancouver Yacht Club can bestow. Thus, the criteria for consideration of such nomination shall include: (a) At least twenty-five (25) years of active service, working for and on behalf of the Club. (b) At least two years service on the Board of Directors or equivalent. (c) The major benefit or distinction brought to the Club by the member. Such nominations must be filed with the Secretary not less than twenty-one (21) days prior to the meeting at which such nomination is to be presented. Any member who has been approved and recommended by the Board may be elected as an Honorary Member by a Special Resolution at an Annual General Meeting. Section 3: TRANSFERS and RESIGNATIONS 3.01 Where the Bylaws require a transfer of membership, such transfer shall be automatic without the need for application by the member. 3.02 A member wishing to transfer from one category of membership to another shall make written application to the Secretary. The Directors shall grant such transfer upon satisfying themselves that the requirements of membership as set out in Section 1 have been met. 3.03 Members transferring to Active or Associate membership from either Senior or Non-Resident membership shall pay the amount of any special assessments for capital purposes that were levied during the period in which they were either Senior or Non-Resident members. 3.04 Active or Associate members embarking on an offshore cruise for twelve (12) months or more will, on application, be transferred to Non-Resident Status. 3.05 Any member wishing to resign from the Club shall give notice in writing to that effect to the Secretary and shall pay all monies due at the end of the month in which the Club receives the resignation. 3.06 A former member who resigned may be reinstated upon: (a) Payment of the current initiation fee plus outstanding accounts less the previous initiation fee paid, plus a reinstatement fee to be set annually by the Board. (b) Application for reinstatement is otherwise subject to Section 2 of the Bylaws. (c) Seniority for a reinstated member shall commence on the date of acceptance of new membership. 3.07 A person shall cease to be a member of the Club: (a) By resigning in accordance with Article 3.05; (b) On his death; (c) On being expelled; or (d) On not having been a member in good standing for twelve (12) consecutive months. 4.01 The membership fees and annual dues for all classes of membership shall be determined from time to time by Financial Resolution of the Club members at an Annual General Meeting or General Meeting provided that: (a) The annual dues payable by Senior Members shall be 40% of the annual dues payable by Active Members; (b) The annual dues payable by Non-Resident Members shall be 30% of the annual dues payable by Active Members. (c) The annual dues payable by Associates Members shall be: Age 27 20% of annual dues of Active Members 28 30% of annual dues of Active Members 29 45% of annual dues of Active Members 30 60% of annual dues of Active Members 31 75% of annual dues of Active Members 32 and on 90% of annual dues of Active Members 4.02 An Intermediate or Junior Member who applies to become an Active or Associate Member shall be entitled to a credit against the membership fee equal to the total of all dues paid by the applicant as an Intermediate or Junior Member together with an amount equal to 5% of the membership fee for an Active or Associate Member for each year of continuous membership ending on the date of his application, up to a maximum of 10 years, provided the total credit shall not exceed the membership fee. 4.03 The Board of Directors is authorized to levy special assessments against Active and Associate Members from time to time as the Board determines necessary, provided such assessments shall not exceed 4 per year, or aggregate more than $100.00 in any fiscal year for each member. 4.04 Each Active and Associate Member shall be charged at the end of each quarter a minimum quarterly billing for food, beverages and social activities as determined from time to time by Financial Resolution of the Club members at an Annual General Meeting or General Meeting provided that the minimum quarterly billing in effect at the time these Bylaws are adopted shall remain in effect until a Financial Resolution is passed to amend such minimum quarterly billing. Minimum quarterly billing amount for Associate members aged 26 to 31 shall be at 50% of regular minimum quarterly billing. Charges to the member’s account up to the minimum billing amount for food, beverages and social activities and for such other items as the Directors may designate from time to time shall be credited to such minimum quarterly billing. 4.05 The moorage rates shall be determined from time to time by Financial Resolution of the Club members at an Annual General Meeting or General Meeting provided that the rates in effect at the time these Bylaws are adopted shall remain in effect until a Financial Resolution is passed to amend such rates. 5.01 The Club shall be governed by a Board of Directors consisting of: (a) These elected officers, who shall be known as, and have the rank of, Flag Officers: Commodore Rear Commodore Staff Captain (b) These elected officers: Secretary Treasurer Director of Junior Activities and Sail Training (c) The Immediate Past Commodore. No Officer or Director shall receive any remuneration for his service to the Club in his capacity as such Officer or Director. Section 6: POWERS and DUTIES of DIRECTORS 6.01 The Board of Directors shall be the governing body of the Club, and shall have and exercise all powers of the Club, except where limited by these Bylaws or by resolution passed at an Annual General Meeting or General Meeting of Club members. Without limiting the generality of the foregoing, the Board of Directors may: (a) Regulate, invest, control, and disburse all funds belonging to the Club; (b) Incur debt (excluding Club debentures) provided that (i) additional debt in any fiscal year does not exceed twenty-five percent of the Club’s gross revenues for the preceding fiscal year, and (ii) provided always that Net Debt (total debt excluding club debentures, minus cash) does not exceed twenty-five percent of Net Capital (total debt excluding club debentures, plus equity, minus cash) without the approval of the members by a Financial Resolution passed at an Annual General Meeting or General Meeting of the Club. No debenture shall be issued without the sanction of a resolution passed at an Annual General Meeting or General Meeting of the Club; (c) Establish the appropriate fee for all Club services with the exception of moorage rates; (d) Discipline, suspend or expel members provided that suspended or expelled members shall have the right to appeal to the membership at an Annual General Meeting or General Meeting of the Club; (e) Appoint a Membership Committee of at least three Active or Honorary Life Members, one of whom shall be the Secretary who shall chair the committee; (f) Appoint a three-person Nominating Committee consisting of the Immediate Past Commodore and the two most recent predecessors of the Immediate Past Commodore, provided that if any such persons shall be unavailable or unwilling to serve, then the next most recent Immediate Past Commodores shall be appointed. The Nominating Committee shall ensure a slate of officers; (g) Appoint such other committees as they may deem necessary; and (h) Establish regulations from time to time for the conduct of members on Club properties and in yachting activities. These regulations may include, but shall not be limited to, the use and preservation of Club property, the safeguarding of members’ property when on Club premises, the introduction of visitors, and the custody and control of trophies. 6.02 The Directors shall designate the Club’s signing Officers. 7.01 Commodore 7.02 Vice Commodore 7.03 Rear Commodore 7.04 Fleet Captain 7.05 Staff Captain 7.06 Outstation Director 7.07 Secretary 7.08 Treasurer (a) All dues, fees, and monies of the Club are collected and deposited in a financial institution designated by the Board of Directors; (b) All bills and contractual obligations are settled; (c) Accounts of the Club’s finances are maintained; (d) A statement of Club finances is presented to each regular meeting of the Board of Directors; (e) Financial statements are prepared and presented at each Annual General Meeting; and (f) A budget is presented to the incoming Board of Directors as soon as possible after the Annual General Meeting. 7.09 Director of Junior Activities and Sail Training The Director of Junior Activities and Sail Training shall be in charge of all Junior sailing equipment and activities, and shall, following the Annual General Meeting at which the Director is elected, call a meeting of Junior Members for the purpose of electing a Junior Commodore, Junior Fleet Captain and Junior Secretary. This Junior Executive shall be responsible to the Director of Junior Activities. All adult sail training activities shall be the responsibility of this portfolio. 7.10 Social Convener 7.11 Historian 7.12 Women’s Association Representative 7.13 Website Communications Officer The Website Communications Officer shall form a committee that will maintain the Club’s website to current standards to ensure the proper promotion of WVYC and its facilities within the web milieu. The Website Communications Officer shall submit an operating and updating procedures document and work within the budget frame-work as specified by the Board of Directors. The Website Communications Officer shall have responsibility to provide appropriate liaison with the Board of Directors. The Website Communication Officer shall only attend Board meetings at the call of the chair and may attend only for matters pertaining to the Website portfolio. Section 8: ELECTION or APPOINTMENT of OFFICERS 8.01 Each Officer, other than the Immediate Past Commodore, the Social Convener, the Historian and the Website Communication Officer, shall be elected at each Annual General Meeting and each Officer shall hold office until the Annual General Meeting of the following year, except as provided in Section 9. The Nominating committee shall at its discretion request that any Director continue in their position for a term greater than one year. 8.02 Nominations for Officers with the exception of the Immediate Past Commodore, Historian, Women’s Association Representative and Website Communications Officer shall be in writing, signed by two Active Members or Honorary Life Members and the nominee, and shall be filed with the Secretary not less than twenty-one (21) days before the date of the Annual General Meeting. The Secretary shall notify all members of all nominations received at least fourteen (14) days prior to the Annual General Meeting. 8.03 To be eligible for the Office of Commodore a member must have served at least one year on the Board of Directors of the Club. 8.04 The Social Convener, Historian and Website Communications Officer shall be appointed by the Directors at the first regular meeting of the Board of Directors following the Annual General Meeting. 8.05 The Board of Directors shall have the power by a majority vote to fill any vacancy which may occur in the Board of Directors or the Officers by the appointment of any Active or Honorary Life member who has been in good standing for one year prior to such appointment. Section 9: REMOVAL of DIRECTORS 9.01 The Board of Directors shall have the right by a two-thirds (2/3) majority vote to dismiss an Officer or Director who is absent from two consecutive Board meetings, or who is otherwise unable to perform his duties. Section 10: ANNUAL GENERAL MEETINGS 10.01 The Annual General Meeting shall be held during the month of November at a suitable meeting place designated by the Board of Directors. 10.02 Not less than fifty-six (56) days advance written notice shall be given of the date of the Annual General Meeting and such notice shall advise the membership of the manner in which nominations for the election of Officers may be filed. 10.03 Not less than fourteen (14) days written notice shall be given of the Annual General Meeting and the notice shall advise the membership of: (a) The time and place of meeting; and (b) The particulars of any resolutions to be considered and acted upon at the Annual General Meeting. 10.04 The order of business at the Annual General Meeting shall include: (a) Adoption of the minutes of the last Annual General Meeting; (b) Reports of Officers and Directors; (c) Reports of Committees not addressed in (b); (d) Consideration of Resolutions, including, but not limited to, a resolution to establish the maximum limit on membership in the Club for the upcoming year; and approval of the next year’s capital budget for the Dock Replacement Plan. (e) Other business; (f) Election of Officers and Directors; and (g) Appointment of auditor. 11.01 A General Meeting may be called by the Board of Directors or requisitioned by not less than 10% of the members entitled to vote. The Secretary shall call a General Meeting to be held as soon as possible, but within twenty-one (21) days of receipt of such requisition provided it is accompanied by the resolution(s) to be considered at such General Meeting. 11.02 Notice of a General Meeting shall be sent to each member of the Club at least fourteen (14) days before the date set for such meeting and the notice shall specify the time and place of such meeting and the resolutions to be presented to the meeting. Section 12: DIRECTORS MEETINGS 12.01 Meetings of the Board of Directors shall be held on the request of the Commodore or any two members of the Board. At least ten such meetings shall be held each year. 12.02 The Commodore, or in his absence the next most senior Flag Officer, shall preside at the Directors Meeting. 12.03 The Secretary shall give seven (7) days written notice of the meetings of the Board of Directors to all Directors, except in the case of emergencies where 12 hours’ notice will be sufficient. 12.04 Six (6) members of the Board shall form a quorum at any meeting of the Board of Directors. 13.01 Where not specifically governed by the provisions of these Bylaws, Roberts’ Rules of Order, Revised, shall apply to the conduct of Club meetings. 14.01 Twenty (20) percent of voting members shall constitute a quorum for Annual General Meetings and General Meetings of the Club. Valid proxies held by voting Members shall not be included in the determination of a quorum. 14.02 In the event a quorum is not present the meeting shall be adjourned and reconvened in not less than fourteen (14) days nor more than twenty-one (21) days, during which time notice of the adjourned meeting shall be given to all members of the Club at least seven (7) days prior to the new meeting date. Those members attending the reconvened meeting shall form a quorum. 14.03 The Secretary shall advise the meeting of the number of members required to form a quorum and shall cause an accurate list to be kept of all members attending the meeting designating those who are voting members in good standing. 15.01 When used herein: (a) “Special Resolution” shall mean a resolution requiring an affirmative vote of not less than seventy-five (75) percent of those voting; (b) “Financial Resolution” shall mean a resolution requiring an affirmative vote of not less than sixty-six and two-thirds (66 2/3) percent of those voting; and (c) “Ordinary Resolution” shall mean a resolution requiring a simple majority. 15.02 Any resolution proposing to amend the Constitution and Bylaws of the Club except a resolution initiated by the Board of Directors must be signed by ten (10) Active Members or Honorary Life Members in good standing. 15.03 Any member having a resolution other than one to amend the Constitution and Bylaws must do so by notice in writing signed by two voting members in good standing. 15.04 All resolutions submitted by members shall be submitted to the Secretary at least thirty (30) days prior to the meeting at which the resolution is to be considered. 16.01 Only Active Members and Honorary Life Members who are in good standing shall be entitled to vote at Annual General Meetings and General Meetings of the Club and submit resolutions thereto. 16.02 The Chairman shall appoint two (2) or more members of the Club or a combination of members and spouses of members as Scrutineers. 16.03 A Special Resolution shall be required to change the Constitution or the Bylaws, to approve the issuance of debentures, or to elect Honorary Life Members. 16.04 A Financial Resolution shall be required to approve fees, dues, mooring rates and any resolution to incur financial obligations beyond those within the authority of the Directors or which the Directors have referred to the membership for a decision. 16.05 An Ordinary Resolution shall be required on any matters for which neither a Special Resolution or a Financial Resolution is necessary. 16.06 Voting for the election of officers, other than Immediate Past Commodore, Social Convener, Historian, Women’s Auxiliary Representative, Website Communications Officer and on Special or Financial Resolutions shall be by secret ballot, and, unless otherwise requested in accordance with this paragraph, all other voting shall be by a show of hands and the method of identifying those entitled to vote shall be at the discretion of the Chairman. If ten (10) or more members entitled to vote request a secret ballot for a resolution, the Chairman shall so direct and shall announce the results of such secret ballot to the meeting. 16.07 Proxy voting at an Annual General Meeting or General Meeting is permitted as follows: a. Any voting Member may hold only one proxy on behalf of another Member eligible to vote. b. To be valid, the Proxy Assignment Form must be signed by both the member granting it and the member accepting it with no other modifications or voting instructions. c. The Proxy Assignment Form must be registered with the Club, at least 2 days in advance of the meeting date, Evidence of receipt of a valid Proxy Assignment Form will be issued by the club prior to the General Meeting. d. On the date of the meeting and upon presentation of the valid receipt of the Proxy Assignment Form, the Member assigned a valid proxy will be issued two sets of ballots to vote at the current meeting. e. In the event the meeting does not have a quorum and is rescheduled the proxy shall remain valid for the rescheduled meeting. Section 17: RELEASE of RIGHTS 17.01 Any member who resigns, withdraws or is expelled from membership in the Club shall forfeit all rights in or to Club property or funds with the exception of those arising under the debenture which such member holds. The Directors shall have the right to require such former member to deliver up his debenture for sale or transfer by the Board of Directors and the Club shall have the right to set off against the proceeds of such sale any amounts owing by the former member of the Club. Section 18: NOTICES 18.01 All Notices to members under the provisions of these Bylaws shall be sufficiently given by mailing the same by first class mail to the member’s last address according to Club records except where these Bylaws otherwise specifically provide. Members shall be responsible for informing the Secretary, in writing, of changes of address. Section 19: FISCAL YEAR 19.01 The fiscal year of the Club shall commence on November 1st and shall end on October 31st. Section 20: AUDIT 20.01 The auditor shall be appointed at the Annual General Meeting, except in the case of a casual vacancy occurring between Annual General Meetings, which may be filled by the Directors. The auditor shall examine and audit the Club accounts and report thereon to the membership annually and on such further occasions as may be deemed necessary by the Board of Directors. Section 21: SEAL 21.01 The Club shall have a corporate seal and the same shall be affixed to any document requiring the same in such manner as shall be determined by resolution of the Board of Directors, and the affixing thereof shall be attested to by such officers, directors or other persons as the Resolution shall provide. Section 22: BOOKS and RECORDS 22.01 The books and records of the Club may, in the presence of a Flag Officer, be inspected by any member in good standing upon written request to the Commodore who shall designate the time and place for such inspection which shall be within seven (7) days of the receipt by the Commodore of such written request. Section 23: PUBLICATIONS 23.01 The Club shall have a periodic publication known as the Foghorn. 23.02 A Club Roster of members and boats in the form of a Yearbook shall be published and mailed to each member on or about the 1st day of May in each year. Section 24: DISPOSAL of ASSETS 24.01 On the winding up and dissolution of the Club, all assets remaining after all debts have been paid, or provision for payment has been made, shall be paid, transferred or delivered on a pro-rata basis to each member on the effective date of dissolution of the Club. Section 25: INDEMNITY 25.01 Subject to the Society Act, the Club shall indemnify the Club Manager and each Director or former Director, their heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by any of them, in respect of their bringing or defending legal proceedings in the name of the Club or in respect of any action or proceeding of any kind whatsoever to which either of such persons is made a party by reason of being or having been the Club Manager or a Director, as the case may be, if such person: (a) Acted honestly and in good faith with a view to the best interests of the Club, and (b) Had reasonable cause for believing that his conduct was lawful. Section 26: REFERENCES 26.01 In these Bylaws, wherever the singular or masculine is used it will be construed as if the plural or feminine or body corporate, as the case may be, had been used where the context so requires.
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