Ash Bash Saturday May 19th, 2018 9:30 am
...(Please remember the Potluck is at 2 pm.)
Back in 1980, Mount Saint Helen blew and deposited ash in eleven different states! It easily made its way to Idaho and blanketed the sailboats at Panhandle Yacht Club. Shortly thereafter, a crew of sailors formed a work party to clean up the mess, and that tradition lives on! Once a year, on the weekend that is closest to the anniversary date of the eruption, members of the Panhandle congregate at the club to clean up winter debris, tackle worthwhile projects and get things ready for our summer season. Some call it a work day, but most of us think of Ash Bash as a celebration! It's a great way to reconnect with friends and gratifying to get so much work done in such a short amount of time.
General Membership Meeting May 22nd, 2018 Annual PYC Meeting
The annual general meeting will be held May 22, 2018 at 7:00 pm - Southhill Senior Center, 3151 E 27th Ave. (Corner of Ray and 27th.), Spokane, WA.
The agenda is as follows. If you wish to add an item to the agenda for discussion, please do so by notifying a board member of the subject no later than May 15, 2018. If you know now you cannot attend please contact me for a proxy.
1. Officer Reports
3. Officer Elections
A quorum is needed to vote on any issue. This is the one time where we get together annually to meet with one another and discuss the future of our club. Please plan to attend.
If you cannot attend the meeting please contact me for proxy ballot at email@example.com and I will email one to you. Give this proxy to another member attending the meeting or mail to:
Panhandle Yacht Club 11711 E. Glenview Circle Spokane Valley, WA 99206
Approved Bylaw Changes
Article 1- Name Section 1. The name of this Corporation shall be “The Panhandle Yacht Club, Inc.”
Article 2 - Purpose Section 1. The purposes of this Corporation shall be: a. To promote, advance and encourage the sport of Corinthian (amateur) sailing. b. To provide moorage, cruising and racing facilities for its Members. c. To encourage social and educational activities to meet the needs of Corporation. d. To encourage friendship, sportsmanship and good fellowship of its Members and the general public.
Article 3 - Location The Panhandle Yacht Club is located in Paradise Cove on Lake Coeur d'Alene, Idaho. The Corporation's legal address is 19185 South Highway 97, Harrison, Idaho 83833 (Kootenai County).
Article 4 - Membership Section 1. a. Member hereafter is defined as those persons who are holders of a valid Membership Certificate of the Panhandle Yacht Club, Inc. Before a perspective Member shall receive a Membership Certificate, he/she must read these Bylaws and the Club Standing Rules and sign that he/she accepts these provisions. b. Associate Members are persons who are associated in ownership in a boat with a Member or are leasing a slip from a Member or Members with more than one boat. Associate Members shall have all the privileges and responsibilities of Members except they shall not share in the assets of the Corporation upon its dissolution, and they shall not be eligible to vote or be an officer or director of the Corporation. c. Members are ultimately responsible for the conduct and actions of their Associate Members, including but not limited to the non-payment of dues, fees and assessments. d. A Member, by definition, cannot also be an Associate Member. e. Each Member, and Associate Member, shall be required to obtain and keep current boat insurance sufficient to cover the replacement value of their boat. Section 2. The Board of Directors (the “Board”), by a majority vote, may reprimand or expel a Member or Associate Member for unbecoming conduct or actions. A notice of expulsion shall be delivered by certified mail to the Member’s or Associate Member’s last known address. Unbecoming conduct or actions shall include, but are not limited to, the following: Conviction of a felony Dishonest acts Displays of indecency The Member or Associate Member may demand, by written request, a hearing before the Board, which hearing shall be set within 30 days of receipt of said demand. The Member or Associate Member shall be given at least 15 days advance notice of the hearing date, which notice shall be sent to the Member's or Associate Member’s last known address. If the expulsion is upheld by the Board, a Member or Associate Member may appeal to the Members of the Corporation at a regular or special Member's meeting. If appealed and if no regular meeting is scheduled to be held within sixty (60) days of the Member's or Associate Member’s final expulsion determination, the Commodore shall call a special membership meeting to vote on the Member's or Associate Member’s expulsion. If a regular meeting is scheduled within sixty (60) days, then the Member's or Associate Member’s expulsion shall be voted upon at that meeting. An expelled Member or Associate Member shall not be allowed access to the premises during any period of expulsion. A majority vote of the Members present, in person or by proxy, shall be required in order to reinstate the expelled Member or Associate Member. If an expelled Member is not reinstated by a Member vote, the Corporation will have the option to purchase the Member's slip and membership. In such case, the Corporation will arrange for payment of the fair market value (as defined below) of the slip and membership. Any indebtedness or liens owing to the Corporation shall be deducted from the fair market value. In the event the Corporation does not exercise its option to purchase the expelled Member’s slip and membership, the expelled Member shall be permitted to sell his/her slip and membership to any third party. The “fair market value” of a Member’s slip and membership shall be determined as follows: The Corporation and the expelled Member shall each select an appraiser, which appraisers shall collectively select a third appraiser that will conduct an appraisal of the slip and membership in order to arrive at a “redemption price”. The cost of the appraisal shall be borne by the expelled member and shall reduce the redemption price; The redemption price shall be paid by the Corporation to the expelled Member, together with interest at the Long-Term Applicable Federal Rate as of the date of the Member’s expulsion, in equal annual payments over a period of 10 years, with the first payment coming due 30 days after receipt of the appraisal. In the event either the Corporation or the expelled Member disagree with the redemption price, the dispute shall be submitted for binding arbitration within forty-five (45) days of a written request for arbitration submitted by either party. All arbitration proceedings shall be conducted in accordance with the rules of the Idaho Uniform Arbitration Act (I.C. 7-901 et seq.). The arbitrator shall only determine the redemption price, which decision shall be final and binding. The parties agree to equally share the costs of the arbitration process, with the arbitrator having the authority to assess the hearing costs as part of the award. In the event a party unsuccessfully challenges the arbitrator’s decision, the other party is entitled to recover its costs of suit, including reasonable attorney’s fees, to enforce the terms of these Bylaws, compel arbitration, or defend or enforce any decision rendered hereunder. Section 3. No transfer of Membership shall be registered in the Corporation's books unless all indebtedness of the Member to the Corporation is paid. Section 4. No Membership Certificate may be transferred without the Member also transferring interest in his/her boat slip
Article 5 - Dues/Fees/Assessments Section 1. Yearly dues and fees shall be determined and fixed from time to time by majority vote of the Board. Section 2. Dues are set by the Board and will be for administrative costs. Fees are set by the Board and will be based on the cost of the care and maintenance of the property owned by the Corporation, and individual charges for electricity and other utilities. Associate Member dues and fees are set by the Board and reflect administrative and maintenance costs incurred due to the additional Membership. Section 3. Before any increases in dues, fees or assessments can be invoiced they must be approved by a majority vote of the Members at the annual meeting or at a special membership meeting. Dues, fees and assessments will be invoiced at the beginning of the Corporation’s fiscal year. Dues, fees and assessments will become due thirty (30) days after invoice and will become “delinquent” sixty (60) days after invoice. All delinquent dues, fees and assessments will incur a 1% per month late fee. Section 4. Assessments are for capital improvements of the property owned by the Corporation. They must be voted upon and passed by a majority of the voting Members present in person or by proxy. Section 5. Dues, fees and assessments may be paid in quarterly installments upon the Member petitioning the Finance Committee for such consideration and approval (see Article 8, Section 2). Section 6. Members are responsible for the dues, fees and assessments of their Associate Members. Section 7. Any Member delinquent with his/her financial obligations in consecutive years may be expelled from membership by a majority vote of the Board, with the same right of appeal as provided in Article 4, Section 2 above. In such case, the Corporation will arrange for reimbursement of the fair market value (as defined above) of the slip and membership. Any indebtedness or liens owing to the Corporation shall be deducted from the fair market value.
Article 6 - Officer's Duties and Responsibilities Section 1. The elective officers of the Corporation shall be Commodore, Vice Commodore, Rear Commodore, Recording Secretary, Corresponding Secretary, Treasurer, and Port Captain. Each officer shall be elected at an annual Membership meeting for a term of two (2) years or until his/her successor is elected and takes office. Each elective officer shall also be a Director of the Corporation. Section 2. The Commodore shall be the Senior Officer of the Corporation and shall preside at all meetings of the Membership. The Commodore shall be an ex officio Member of all committees except the Nominating Committee. Section 3. The Vice Commodore shall take the place of the Commodore in his/her absence and shall act as Executive Officer to the Commodore. The Vice Commodore shall be chair of the Finance Committee. Section 4. The Rear Commodore shall take the place of the Commodore in the absence of both the Commodore and the Vice Commodore. The Rear Commodore shall coordinate transfers of slip ownership and issuance of Membership Certificates. Section 5. The Recording Secretary's duties shall include the keeping of records of all the proceedings of the Corporation and the Board. Section 6. The Corresponding Secretary's duties shall include keeping a file of documents, records, communications and other matters connected with Corporation business. The Corresponding Secretary shall keep a record of slip assignments of the Members and attend to all necessary correspondence. The Corresponding Secretary shall be responsible for keeping an accurate Membership list. Section 7. The Treasurer shall be custodian of all funds of the Corporation, shall give necessary receipts for moneys paid to the Corporation, and shall deposit Corporation money in accounts approved by the Board and held in the name of the Corporation. Disbursements shall be made by the Treasurer upon authority of the Board with a check signed by at least two (2) Members of the Board. He/she shall keep suitable accounts and shall make reports to the Board and to the Membership regarding the financial condition of the Corporation. He/she shall be bonded as directed by the Board. The Treasurer shall serve as vice chair of the Finance Committee. Section 8. The Port Captain shall direct the operations, repair, and maintenance of the Corporation facilities. The Port Captain shall be chair of the Facilities Committee. Section 9. Vacancy in an elective office: refer to Article 7, Section 3. Section 10. Any action required or permitted to be taken at any meeting of the officers may be taken without a meeting if, prior to such actions, consent is obtained from a majority of the officers and results are filed with the minutes of the officers. Section 11. A Harbormaster will be hired by the Commodore with the approval of the Board. The Harbormaster will be under the supervision of the Commodore or his/her delegate. The duties, responsibilities and authority of the Harbormaster will be determined, published and administered by the Commodore with the approval of the Board.
Article 7 - Duties, Powers and Meetings of the Board of Directors Section 1. The business of the Corporation shall be managed by a Board of Directors of no more than eleven (11) Directors. The Board shall consist of the seven (7) elected officers and four (4) other Members (excluding Associate Members), one elected to serve four (4) years, one elected to serve three (3) years, and two elected to serve two (2) years, or until a successor is elected and takes office. Section 2. The Board shall approve bills and operating expenditures. No money shall be paid by the Treasurer unless approved by the Board. The Treasurer is authorized to make timely payment of obligations if the Board is not scheduled to meet before the due date of the bill. The checks must be signed by at least two Members of the Board. Section 3. If a vacancy occurs on the Board, the Board shall elect a Member to fill the vacancy and the Member so elected shall hold office until his/her successor is elected and takes office. Election of a successor shall be scheduled at the next annual Membership meeting. Section 4. Any Member may nominate another Member (or self-nominate) for elective Officer and Director Positions to be voted on at the annual membership meeting. Nominations shall be made in sufficient time prior to the annual membership meeting and be mailed to all voting Members no later than thirty (30) days prior to the meeting. a. Additional nominations may be made from the floor at the annual membership meeting. b. Persons nominated shall be voted upon by the Members at the annual membership meeting. c. No person shall be nominated without his/her consent. d. No person who is delinquent in payment of dues, fees, or assessments shall be nominated for an Office or as Director. e. No husband and wife may run for Office or Director during the same elective year, except that a husband and wife may jointly perform the duties of Corresponding Secretary, Recording Secretary, or Treasurer if so elected. Section 5. A majority of the Board shall constitute a quorum for the transaction of business. Action may be taken by a majority of those present, unless otherwise provided in the Articles of Incorporation or in these Bylaws. Section 6. Regular meetings of the Board shall be established by each new Commodore for the fiscal year. Notice of regular meetings is hereby dispensed with. Section 7. Special meetings of the Board may be called at any time by the Corresponding Secretary on the order of the Commodore or two (2) Directors. The Secretary shall give each director notice of the date and place of said meeting at least one day prior thereto, either in person, by telephone or by correspondence. Section 8. The Board shall appoint auditors who are Certified Public Accountants and make available to such auditors the statements, books, and records of the Treasurer. The examination and verification of the auditors shall be ordered whenever the Board deems it necessary during the fiscal year and in time for the Treasurer's Annual Report. Section 9. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if, prior to such action, a written consent thereto is signed by all Members of the Board, and such written consent is filed with the minutes of the Board. Section 10. Any Board Member may be removed at any regular or special meeting of the Members by a vote of two-thirds of the Members entitled to vote who are present in person or by proxy, provided, however, that the consideration of such removal is given as one of the purposes of said meeting in the notice thereof. Section 11. Any elected Officer or Director who misses a majority of the Board meetings in any 12 month period may be removed as determined by a majority vote of the Board. Section 12. All meetings will be open to the Membership of the Panhandle Yacht Club. Members are encouraged to participate in discussions when called upon. Only Board Members will have a vote at the board meetings.
Article 8 - Committees Section 1. The Board may designate and appoint such committees consisting of Members as it may deem necessary from time to time, either as special or permanent committees which shall have and exercise all the authority of the Board as authorized in the resolution establishing such committee. Section 2. The Finance Committee shall consist of the Vice Commodore as chair and the Treasurer as vice chair who will bring appropriate records as needed. Three other Members, not Membersof the Board or any other committees, will be appointed by the Board. The Finance Committee's duties include the responsibility of all financial planning, recommendations, and other duties as approved by the Board.
Article 9 - Guests Section 1. Members and Associate Members are authorized and encouraged to invite guests to the marina. Guests are authorized to use all facilities except the pump out, haul out and mast hoist. The host Member or Associate Member must accompany their guests upon arrival. When this is not possible, the Harbormaster will be given notice of guest arrival by the host Member before guests will be allowed on the docks. Section 2. Members of any club that has reciprocity with Panhandle Yacht Club, Inc. may use the Corporation's facilities. Section 3. Members and Associate Members shall be responsible for the conduct of their guests and the cost of damages and/or debts incurred by their guests. Section 4. Other rules pertaining to guests will be adopted in the Standing Rules of the Corporation.
Article 10 - Meetings ofF Members Section 1. Each year there will be an annual general membership meeting in the month of May. Notice shall be given to the Members and Associate Members at least 30 days in prior to said meeting. Section 2. The presence, in person, by proxy, by mailed written ballot or by absentee ballot, of ten percent (10%) of the voting Members of the Corporation shall constitute a quorum. In the absence of all Officers and Directors, the senior Member present shall preside or such person as may be elected by the Members. Section 3. Special meetings of the Members may be called by the Commodore at any time or on the written request of ten percent (10%) of the voting Members of the Corporation. The Secretary will mail a notice of each special meeting to each voting Member at his/her last known residence or business address. The Secretary will also post notice of the meeting on the Corporation Bulletin board. Section 4. Members only shall have the right to vote. No Members shall be permitted to vote except in person or by written proxy. If more than one person holds an interest in a Membership Certificate, the several owners shall be entitled collectively to cast only one vote. Section 5. Members who are delinquent in payment of fees, dues, assessments, or other indebtedness to the Corporation, shall forfeit their right to vote. Section 6. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if, prior to such action, a written consent thereto is signed by a majority of voting Members and such written consent is filed with the minutes of proceedings of the Members. Section 7. Whenever all Members entitled to vote at any meeting consent, either by presence at such meeting or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if it had been at a meeting regularly called and noticed.
Article 11 - Fiscal Year Section 1. The fiscal year of the Corporation shall be from January 1 thru December 31.
Article 12 - Members Section 1. For multiply-owned Memberships, not more than two individuals may be named on the Membership Certificate, and both shall be considered Members of the Corporation. Additional persons holding interest in the Membership, or the yacht occupying the slip, are required to be Associate Members of the Corporation. Section 2. No Member of the Corporation shall use the Corporation's facilities for a commercial business venture without the approval of the Board. Section 3. No Member of the Corporation shall own more than one Membership at a time. This rule shall not apply to temporary ownership of more than one Membership resulting from purchase and sale for the purpose of changing the Member's slip location. Section 4. Any entity that seeks to attain a Membership in the Panhandle Yacht Club shall be subject to the following, be it an Associate Membership or a Membership as is defined. Any Membership acquired shall be subject to the following: a. A Family Trust shall designate by name, a person, who shall solely and exclusively possess and be entitled to exercise all of the rights, voting powers and privileges, subject to the Rules as to the type of Membership as is required. Only Members, named in the corporation records, shall have the right to exercise all above privileges. b. The acquiring entity may revoke the designation of such person and re-name a successor who shall be entitled to exercise the rights and privileges of the Membership. c. Any designated person shall be deemed to be subject to all Rules, Regulations, Policies and the Terms of the Articles of Incorporation and the bylaws of the Corporation, as well as all Policies as are effected by the Board that relate to Membership rights, duties, obligations and privileges. d. Any Membership so acquired by any entity shall not authorize or empower any other Member or Members of the organization to the use, privileges and entitlements of Membership, except as are herein proscribed.
Article 13 - Construction of the Bylaws Section 1. On all questions arising as to the interpretation or meaning of these Bylaws, the decision of the Board shall be final.
Article 14 - Property Rights Section 1. No Member of this Corporation shall have any right, title, or interest whatsoever in any of the property or assets which the Corporation may have or hereafter acquire except upon dissolution, according to law and according to the Articles of Incorporation and Bylaws of the Corporation.
Article 15 - Amendments to Bylaws Section 1. These Bylaws may be amended at any time at any annual or special meeting of the Membership provided that notice of the amendment shall be given as one of the stated objects of such meeting, and provided further that a copy of the proposed amendment is posted upon the bulletin board of the Corporation for at least twenty (20) days prior to the meetings. The Bylaws may be amended by a majority vote of the voting Members present in person or by proxy at the annual general membership meeting.
Article 16 - Roberts Rules of Order Section 1. The Robert's Rules of Order (Revised) will be followed at all meetings of the Directors, Members, and Officers.