Bylaws ~ Little Peconic Yacht Club

BYLAWS of the LITTLE PECONIC YACHT CLUB, INC. (as amended by vote of the members on July 22, 2023)

Article 1 NAME
The name of this organization shall be LITTLE PECONIC YACHT CLUB, INC.

Article 2 PURPOSE
To form a social organization, composed in whole or in part of persons owning pleasure, racing, sail or motor boats; to arrange for pleasure runs; to encourage contests of all kinds among its members; to maintain the rights and privileges of all forms of racing, sail or motor boats, wherever and whenever such rights and privileges are menaced; to advance, foster and support the sport of sailing and motor boating, and the science of seamanship and navigation; to provide suitable and convenient anchorage, harbor or basin for the use of its members; to maintain, improve and regulate the boating facilities of The Colony Club of Southampton Shores, Inc.; to regulate activities at the dock, adjoining parking lot, launching ramp and moorings and to establish rules and regulations to promote the protection of the private property of its members, The Colony Club of Southampton Shores, Inc., and the Little Peconic Yacht Club, Inc.

Article 3 MEMBERSHIP
Section 1: ELIGIBILITY Membership in this organization shall be open to all persons who are owners of homes located within the community known as Southampton Shores, Southampton, New York who are members in good standing of The Colony Club of Southampton Shores, Inc., and who own or are interested in the operation of pleasure boats.
Section 2: DEFINITION OF “MEMBER IN GOOD STANDING” A “member in good standing” of the Little Peconic Yacht Club, Inc. shall mean a member whose Little Peconic Yacht Club, Inc. dues and Colony Club of Southampton Shores, Inc. maintenance fees are fully paid for the current season.
Section 3: MARRIED COUPLES Married couples shall be considered one person for the purpose of membership and shall be eligible for membership provided at least one of the spouses meets all of the qualifications for membership under Section 1 of this article.
Section 4: HOME OWNERSHIP BY TWO OR MORE PERSONS In the event that a home is owned by two or more persons (exclusive of spouses) as evidenced by the deed(s) to such property, each such owner may be a member of the Little Peconic Yacht Club, Inc.
Section 5: TRANSFER OF OWNERSHIP DURING LIFETIME In the event that a member of the Little Peconic Yacht Club, Inc. shall for any reason transfer ownership of his or her Southampton Shores home to an immediate family member, then such membership in the Little Peconic Yacht Club, Inc. shall also transfer to such immediate family member, provided that notice of the transfer is provided to the Little Peconic Yacht Club, Inc., that said family member becomes a member in good standing of the Colony Club of Southampton Shores, Inc. and all Little Peconic Yacht Club, Inc. dues are paid when next due.
Section 6: TRANSFER OF OWNERSHIP UPON DEATH Upon the death of a member of the Little Peconic Yacht Club, Inc., and in the event that ownership of the member’s Southampton Shores home transfers to an immediate family member as a result thereof, then such membership in the Little Peconic Yacht Club, Inc. shall also transfer to an immediate family member, provided that notice of the transfer is provided to the Little Peconic Yacht Club, Inc., that said family member becomes a member in good standing of the Colony Club of Southampton Shores, Inc. and all Little Peconic Yacht Club, Inc. dues are paid when next due.
Section 7: RIGHTS AND BENEFITS, UPON TRANSFER OF MEMBERSHIP Upon any such transfer of membership, the rights and benefits of said member, including but not limited to dock slip, moorings and positions on wait list, shall inure to the benefit of the transferee.
Section 8: OFFICIAL POSITIONS NOT TRANSFERABLE Positions as officers and directors in the Little Peconic Yacht Club, Inc. are not transferable.
Section 9: ELIGIBILITY TO BE AN OFFICER OR DIRECTOR Only members in good standing or their immediate family members may hold office as officers or directors. No officer and director shall concurrently serve on the boards of the Little Peconic Yacht Club, Inc. and the Colony Club of Southampton Shores, Inc. with the exception of the Commodore of the Little Peconic Yacht Club, Inc.
Section 10: ELIGIBILITY FOR MEMBERSHIP IF HOME IS OWNED BY TRUST (OTHER THAN A REVOCABLE TRUST,) CORPORATION, OR LIMITED LIABILITY COMPANY Only natural persons shall be eligible for membership in the Little Peconic Yacht Club, Inc. Where a home in Southampton Shores is owned by a corporation or trust, (other than a revocable trust) or limited liability company, a natural person may petition the board of directors for membership upon the submission of proof that the prospective member has the legal right to occupy the home as a beneficiary or settlor of the trust or an owner of the corporation or LLC. The board of directors may deny membership to anyone who fails to prove such eligibility to the satisfaction of the board of directors.

Article 4 MEETINGS
Section 1: ANNUAL MEETING The annual meeting of this organization shall be held on a Saturday between Memorial Day and Labor Day, as designated by the Commodore, with notice provided to all members in good standing a minimum of fourteen days prior thereto.
Section 2: SPECIAL MEETINGS A special meeting of this organization may be called by the board of directors. The Commodore shall call a special meeting when twenty (20) or more members in good standing make a written request for the same specifying the object of the meeting. Only the business specified in such notice shall be transacted at such meeting. Notice of special meetings must be provided to all members in good standing a minimum of fourteen days prior thereto.
Section 3: DIRECTORS MEETINGS: QUORUM There shall be a minimum of two meetings of the board of directors per year. The time and place of said meetings shall be determined by the Commodore with notice provided to directors a minimum of fourteen days prior thereto. Any director may waive notice of a meeting. The quorum for a Directors' Meeting shall be five directors.
Section 4: QUORUM FOR MEETINGS OF THE MEMBERS At any meeting of the members, three directors and a majority of the members in good standing, present or by proxy, shall constitute a quorum. If no quorum is present, the presiding officer shall adjourn such meeting from time to time for periods of not more than two weeks until a quorum shall be present.
Section 5: VOTING At any meeting as set forth above or as otherwise required, provided that a quorum is present as set forth in Article 4, Section 3 or 4, any decision or issue to be determined by vote shall be so determined by: (a) in the case of the annual or special meetings, a simple majority of the members in good standing present at the time of said vote or voting by proxy as set forth herein or (b) in the case of meetings of the board of directors, a simple majority of the directors/officers present at the time of said vote.
Section 6: PROXY VOTING Voting at regular or special meetings may be by proxy. A written proxy form, approved by the board of directors, shall be sent to the membership, either by mail or e-mail, not fewer than two weeks prior to the regular or special meeting at which the vote is to be taken. To be valid and counted in the tally of said vote, such proxy form must be signed by the member in good standing and dated and received by the Secretary at least 24 hours prior to said vote.
Section 7: FAMILY MEMBERS For purposes of Article 4, a member in good standing shall include an immediate family member of such member in good standing who is attending any regular or special meeting as provided for herein where the member in good standing is not present. Immediate family members shall include the member in good standing’s spouse, parents, adult children, adult children-in-law, adult grandchildren, and siblings provided the family member resides with the member in the member’s home in Southampton Shores.

Article 5 OFFICERS AND DIRECTORS
Section 1: NOMINATING COMMITTEE No later than three weeks before the annual meeting, the Vice Commodore shall appoint a nominating committee of three members in good standing. The nominating committee shall assemble a slate of proposed officers and directors and shall present the slate for election at the annual meeting.
Section 2: NOMINATIONS FROM THE FLOOR Any member in good standing may also make nominations of other members in good standing from the floor, provided same is seconded by a member in good standing and the nominee is present to accept the nomination.
Section 3: ELECTION Election of officers and directors shall be by a majority vote of the members in good standing present at the annual meeting, or by proxy as set forth herein. Those elected shall assume their office effective September 15.
Section 4: TERM OF OFFICE The term of all officers and directors shall be for one year from September 15 through September 14. There shall be no limit to the number of consecutive terms an elected officer may serve in the same office. There shall be no limit to the number of consecutive terms an elected director may serve. In the event that no quorum is available for the annual meeting, all officers and directors shall remain in office until such meeting occurs and elections are held and the results of said elections are determined.
Section 5: PROHIBITION AGAINST INCURRING FINANCIAL OBLIGATION No officer, director or committee chairman shall incur any financial obligation on behalf of the Little Peconic Yacht Club, Inc. without first obtaining the approval of the board of directors.

Article 6 OFFICERS
Section 1: OFFICES ESTABLISHED The officers of the Little Peconic Yacht Club, Inc. shall be: Commodore, Vice Commodore, Secretary and Treasurer, and such other officers as may be elected or appointed by the board of directors.
Section 2: COMMODORE The Commodore shall be elected by the members of The Little Peconic Yacht Club, Inc., at the Annual Meeting of The Little Peconic Yacht Club, Inc.
Section 3: VACANCIES In the event that any office becomes vacant during its term, the Commodore shall call a meeting of the board of directors. At such meeting the board of directors shall fill this office with a member in good standing to serve for the balance of the unexpired term.
Section 4: RESPONSIBILITIES OF THE COMMODORE The Commodore shall preside at all meetings, be chairman of the board of directors, appoint all committees of the Little Peconic Yacht Club, Inc. except as otherwise set forth herein, be one of the officers authorized to sign checks or drafts, and shall have such powers as may be reasonably construed as belonging to the chief executive of the organization.
Section 5: RESPONSIBILITIES OF THE VICE COMMODORE The Vice Commodore, in addition to those responsibilities set forth under Article 5, section 1, shall, in the event of the absence or unavailability of the Commodore to exercise his or her office, become Acting Commodore.
Section 6: RESPONSIBILITIES OF THE SECRETARY The Secretary shall keep the minutes of the organization’s meetings in appropriate books or files, file any certificates required by statute (be it federal, state, county or town), give and serve all notices to members of this organization, be the official custodian of records, present to the membership at meetings any communication addressed to this organization, attend to all correspondence of the organization, and exercise all duties relative to the office of Secretary.
Section 7: RESPONSIBILITIES OF THE TREASURER The Treasurer shall have the care and custody of all monies belonging to this organization and be solely responsible for such monies or securities. He or she must be one of the officers who are authorized to sign checks. He or she shall render, at stated periods as requested by the board of directors, a written account of the finances of the organization. He or she shall exercise all duties relative to the office of Treasurer.
Section 8: OFFICERS SHALL BE MEMBERS OF THE BOARD OF DIRECTORS Officers shall be members of the board of directors.
Section 9: NO COMPENSATION No officer shall be entitled to receive any salary or compensation for the performance of his or her duties.

Article 7 BOARD OF DIRECTORS
Section 1: CONSTITUTION OF THE BOARD The board of directors shall consist of thirteen members, four of whom shall be the duly elected officers. Directors shall be elected at the annual meeting of this organization by members in good standing present at the time of said meeting or by proxy as set forth herein. Each director must be a member in good standing at the time of his or her election and must maintain, throughout the course of his or her term, membership in good standing in his or her own name or as a family member as set forth herein.
Section 2: VACANCIES In the event that a directorship becomes vacant during its term, the Commodore shall call a meeting of the board of directors. At such meeting, the board of directors shall fill this vacancy with a member in good standing to serve for the balance of the unexpired term.
Section 3: VOTING Each director shall have one vote. Voting at meetings of the board of directors may be done by proxy. Directors and officers may participate in Board meetings telephonically or via any other protocol which allows the active participation of and interaction between Board members, directors and officers, so participating shall be included in determining the existence of a quorum, so long as they remain "on line" and able to participate throughout the entire meeting.
Section 4: BOARD MEETINGS AND NOTICE Meetings of the board of directors shall be convened at the discretion of the Commodore, but must be called when a majority of the officers and directors so desire. The members of the board of directors shall receive notice by phone or mail or e-mail at least fourteen days prior to the meeting. Directors may waive notice.
Section 5: CHAIRMAN The Commodore shall be chairman of the board of directors.
Section 6: NO COMPENSATION No director shall be entitled to receive any salary or compensation for the performance of his/her duties.

Article 8 AUTHORITY OF THE BOARD OF DIRECTORS
Section 1: GENERAL AUTHORITY The board of directors shall manage the affairs, property, and business of this organization and shall set and enforce the Rules & Regulations.
Section 2: GRANT OF CLUB PRIVILEGES The board of directors shall have the authority, by majority vote, to grant the use of a dock slip or a beach stake to any member in good standing. The board of directors shall grant the use of dock slips and beach stakes according to any fair and reasonable method that is in the best interest of the club and the membership.
Section 3: DENIAL OF CLUB PRIVILEGES FOR RULES VIOLATION OR FRAUD The board of directors shall have the authority, by majority vote, to deny any or all club privileges to, or terminate the membership of, any member who has violated any of the club rules or is found to have obtained membership or the use of club privileges by deception, false representation, or fraudulent means. The board of directors may, at any time, require any member to submit to it proof of current eligibility for membership, proof of current eligibility for use of an assigned slip, mooring, or beach stake, and/or a copy of the registration for any boat that has been assigned to a club slip or beach stake.
Section 4: DENIAL OF CLUB PRIVILEGES FOR INAPPROPRIATE BEHAVIOR The board of directors shall have the authority, by majority vote, to deny any or all club privileges to, or terminate the membership of, any member if the member or the member’s spouse, immediate family member (as defined in article 4, section 7 of these bylaws) or guest engages in intentional or reckless behavior in or about the club facilities that, as determined by the board of directors, poses a risk of serious physical harm to persons or property, or uses club facilities for any illegal purpose, commits a crime or misdemeanor in or about the club facilities, commits any other serious offense to club members or to the general public in or about the club facilities or causes property damage to the club facilities or members’ property located at the club facilities.

Article 9 COMMITTEES
Section 1: COMMITTEE APPOINTMENTS, GENERALLY Except as set forth under Article 5, Section 1, or otherwise indicated herein, all committee members shall be appointed by the Commodore and shall serve for a period of one year, provided that all such appointments shall end on September 14. There are no limitations on the number of successive appointments a committee member or chair may serve. The Commodore shall be an ex-officio member of all committees except the nominating committee.
Section 2: STANDING COMMITTEES A. A Membership Committee of the board shall recruit new members. B. A Bylaws Committee shall draft proposed revisions to these bylaws and make recommendations to the board of directors as needed. There shall be periodic review of the bylaws at least every three years.
Section 3: OTHER COMMITTEES Special committees or ad hoc committees, which may consist of either directors or other members or both, may be appointed by the Commodore.

Article 10 DUES
Section 1: ANNUAL DUES Dues for members are payable in March for the calendar year. The yearly dues will be established by a majority vote of the board of directors. Payment must be made prior to a member being considered a “member in good standing” as referenced herein. Annual dues shall not be pro-rated.
Section 2: FORFEITURE OF MEMBERSHIP FOR NON-PAYMENT Any member whose dues payment is in arrears on August 1 of the year for which the dues are owed and who has been provided with at least 30 days’ written notice of default by certified or registered mail, return receipt requested, or by notification in person or by telephone by any officer of the Little Peconic Yacht Club, Inc. shall forfeit his or her membership and its privileges in this organization. Notification in person or by telephone shall not be considered to have been given until such notification is reported at a meeting of the board of directors. The board of directors may make exceptions to this forfeiture provision for good cause in individual cases.

Article 11 FISCAL YEAR
The fiscal year of this organization shall begin on March 1 of each year.

Article 12 AMENDMENT OF BYLAWS
Section 1: INITIATION OF AMENDMENTS Amendments to these bylaws may be initiated (a) upon submission to the Commodore in writing of the proposed amendment, signed by twenty (20) members in good standing or (b) by the board of directors.
Section 2: BYLAWS COMMITTEE With respect to section 1(a) of this article, in the event that no standing bylaws committee is in place, the Commodore shall appoint a bylaws committee of at least three members in good standing to evaluate and formalize the proposed amendment and to submit it to the board of directors for consideration.
Section 3: ADOPTION OF AMENDMENTS Any proposed amendment to these bylaws, if approved by the board of directors, may be adopted by a majority vote of members in good standing present or by proxy as set forth herein and voting at the next regular or special meeting of the Little Peconic Yacht Club, Inc. membership (if called for that purpose), provided that the text of such an amendment shall have been submitted in writing to the Secretary no less than fourteen days prior to the meeting. The Secretary shall distribute copies of the proposed change to the members at least seven days prior to the meeting.

Article 13 PARLIAMENTARY AUTHORITY Roberts Rules of Order, Revised shall be used in all meetings when not in conflict with these bylaws. Terms of these bylaws supersede Robert’s Rules of Order.

Article 14 LIMITATION ON LIABILITY Nothing in these bylaws shall be construed so as to render this association, its officers, directors, employees, agents or members liable as individuals or as a group for any official act or omission to act.

Article 15 PARTIAL INVALIDITY
If any term, part, provision, section, subsection, subdivision, or paragraph of these bylaws shall be held unconstitutional, invalid, or ineffective in whole or in part, such determination shall not be deemed to invalidate the remaining terms, parts, provisions, sections, subsections, subdivisions and paragraphs thereof. END

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