Gatineau River Yacht Club,

Incorporated

CONSOLIDATED BY-LAWS

(amended November 2013)


GATINEAU RIVER YACHT CLUB, INCORPORATED

CONSOLIDATED BY-LAWS

(amended November 2013)

ARTICLE 1 – NAME, LOCATION, OBJECTIVES        

ARTICLE 2 – CLUB COLOURS, INSIGNIA, PENNANT        

ARTICLE 3 – MEMBERSHIP        

ARTICLE 4 – MEMBERSHIP DUES AND RESPONSIBILITIES        

ARTICLE 5 – OFFICERS AND THEIR ELECTION        

ARTICLE 6 – FISCAL YEAR AND FINANCIAL MATTERS        

ARTICLE 7 – COMMITTEES        

ARTICLE 8 – MEETINGS, NOTICE OF MEETINGS AND QUORUMS        

ARTICLE 9 – VOTING        

ARTICLE 10 – CHARGES AND AVAILABILITY OF SERVICES        

ARTICLE 11 – RACING RULES        

ARTICLE 12 – LIABILITY        

ARTICLE 13 – DISSOLUTION        

ARTICLE 14 – MAKING, REPEALING OR AMENDING BY LAWS        

ARTICLE 1 – NAME, LOCATION, OBJECTIVES

(2000/02/15)

1. The name of this organization shall be "The Gatineau River Yacht Club, Incorporated" (the "Club").

2. The Club's premises are situated in Gleneagle in the municipality of Chelsea, Province of Quebec. The postal address is Box 1766, Chelsea, Quebec, J9B 1A1. The civic address is 1 ch Summerlea, Chelsea, Quebec. (2013/11/19)

3. The objectives of the Club are to assist and promote yachting, boating and other aquatic activities amongst its members and to develop and foster friendly recreational and social relationships amongst its members.

ARTICLE 2 – CLUB COLOURS, INSIGNIA, PENNANT

(1995/01/25)

1. The colours of the Club shall be white and navy blue.

2. The insignia of the Club shall be a fouled anchor design encircled by a ring executed in rope, knotted at the bottom and surrounded on the sides and top by the initials G.R.Y.C. and/or C.V.R.G.

3. The pennant of the Club shall be a white triangular flag with a navy blue border upon which is superimposed the Club insignia. 

ARTICLE 3 – MEMBERSHIP 

1. Any person over the age of 16 may apply for membership in the Club.

2. In all matters relating to age and eligibility (e.g., Articles 3, 9, 11, 12), the effective date shall be 1 January of the current season.

3. Membership shall be limited to two hundred and seventy seven (277) membership units (adult members). (2011/11/21)

(a) For the purposes of this membership limit only, the holder of an Adult Membership (Article 3.4(b)), and Junior Members (Article 3.4(d)) are each counted as one adult. A family membership is always counted as two adults.

(b) Membership formula:

Total Membership = Adult Memberships + (2 x Family Memberships) + Junior Members.

4. The categories of Membership shall be:

(a) Charter or Honorary Member, to whom the privileges of membership are extended without obligation. (Charter and Honorary members, and spouse, are exempt from annual dues but do pay mooring fees etc.)

(b) Adult Member, one person, 18 or over.

(c) Family Members, includes all of the following:

(i) One adult, 18 or over (“Primary Family Member”). The Primary Family Member represents all Family Members in all formal communications with the Officers of the Club and their designates, except for instances determined by the Commodore.

(ii) one adult spouse or partner in the household, 18 or over (“Secondary Family Member”);

(iii) children of any of the above, aged 17 and under (Child Family Member); and

(iv) their children 18 or over who are enrolled full-time in school; or have been out of school for no longer than two years; or are a dependent (provided the parent signs a declaration that they are enrolled full-time in an educational institution, or are a dependent as per Board approval).

(d) Junior Member, one person aged 16 to 17 inclusive, not part of a Family Membership.

(e) Retaining Member. An existing member, who for personal, economic or logistical reasons will not be using the Club facilities for a season or more; may pay a reduced fee to prevent his membership from lapsing; and may resume active membership in a future season, with no restrictions placed by the membership limit (i.e. membership limit may only be temporarily exceeded to account for the above situation), without being subject to repayment of initiation fees. (See below).

5. Candidates for membership must:

(a) submit a written application, seconded by two voting members, not of the same membership unit,

(b) undertake to contribute volunteer time to the functioning of the Club,

(c) pay an Initiation Fee and annual dues.

(d) be subject to a provisional membership period as outlined in The Blue Book. (2013/11/19)

6. A member shall not be subject to further initiation fees provided she/he continuously maintains his/her membership, year after year. Exceptions: (2013/11/19)

(a) Members converting from Adult to Family membership shall be required to pay a top-up initiation fee which shall be half the current initiation fee of a new Adult/Family category membership in the year at which the membership conversion occurs.

(b) new spouse/partner members introduced as per Article 3.10(c)

7. Members whose membership has been allowed to lapse may re-apply for membership and be subject to readmission fees. (2013/11/19)

(a) Recently-lapsed members (two seasons or less) shall have priority over other new applicants but not over retaining members resuming active membership.

(b) A readmission fee shall be equal to the accumulated retaining membership fees (at the current rate) that would have been paid during their absence up to a maximum equal to the current initiation fee. (2013/11/19)

8. Applications for membership (2013/11/19)

(a) Other applications will be priorized in the following order: 2007/10/20)

(i) Adult children of current memberships. (2013/11/19)

(ii) Past members (includes previous child members) whose membership has lapsed (excepting cases in Article 3.7).

(iii) Applicants with a sincere interest in sailing as outlined in The Blue Book. (2013/11/19)

(iv) Other applicants. (2007/10/20)

(b) Date of receipt of the application form by the Secretary, Treasurer, Commodore or delegate will determine their ranking within these categories.

 (c) Changes to application information should be communicated to the Secretary and may result in a change of priority. (2013/11/19)

 (d) If a membership position is offered but turned down, the application is removed from the waiting list (the applicant may choose to reapply). In the event the applicant is not able to make use of their membership at the time of the offer, the applicant may accept the offer, pay the initiation fee, and become a retaining member. (2013/11/19)

9. Membership shall expire:

(a) on written resignation filed with the Secretary;

(b) on failure to pay dues pursuant to the By-laws; or

 (c) on expulsion, passed by a two thirds majority vote of the Board of Directors, for misconduct or refusal to comply with the By-laws or Regulations (The Blue Book) of the Club. Re-instatement shall result from a two-thirds majority vote in the appellant's favour upon appeal to a General Meeting. (2013/11/19)

10. In the case of a family break-up:

(a) Subject to continued agreement by both the Primary and Secondary Members of the family membership, they may elect to retain their family membership status quo, subject to Article 3.10(b).

 (b) In the event that the agreement in Article 3.10 (a) ends, or is in dispute, and/or either of the parties wish to include a third adult party in their membership, to remain members, the primary member and spouse/partner must convert their memberships to Adult and/or Family memberships consistent with Article 4 (membership categories).

 (c) None of the members who were part of the family membership will be required to pay an initiation fee following the break-up. Any new spouses/partners who become part of a new family membership of an existing member must pay a top-up initiation fee as per Article 3.6 .

11. On reaching the age of 18 or after ceasing full-time attendance in an educational institution, the adult child of a member may apply for Adult membership (Membership quota limits does not affect their acceptance for admission) without paying an initiation fee, as long as the application is made within two seasons of the child’s change in status. Applications for Family membership will be subject to top-up initiation fee as per Article 3.6.

ARTICLE 4 – MEMBERSHIP DUES AND RESPONSIBILITIES

(1995/01/25)

1. Each year the Board of Directors shall establish a schedule of fees and due dates for payment, normally 1 May. The Board of Directors will notify in writing any member whose dues are unpaid by the final warning date (normally 15 May). Ten days after mailing such final notice, the Board may deem unpaid memberships to have lapsed.

2. The Board of Directors may reduce the annual fees for a new member admitted after 1 August.

3. In order to receive social and by-law-required communications, Members are responsible for registering and updating their e-mail address with the Secretary. Members without an e-mail address must notify the Secretary in order to receive by-law-required communications by mail.

4. All members 16 yrs and older (except Charter or Honorary Members) are to provide 2 days of volunteer work for the club as outlined in The Blue Book which may include assisting in the season opening and closing (“Bridge Down” and “Bridge Up”). Failure to do so will result in the levy of a fine and repeated failure to comply with volunteer requirements without providing reasonable grounds to the Board may result in forfeiture of membership. Responsibility for informing the Board or its delegates of the fulfilment of volunteer duties resides with the member. (2013/11/19)

5. Members shall comply with the Club rules as outlined in The Blue Book. Failure to do so may result in suspended membership privileges or forfeiture of membership as decided suitable by the Board as per article 3.9(c). (2013/11/19)

ARTICLE 5 – OFFICERS AND THEIR ELECTION

(2006/01/25)

1. The officers of the Club, who shall be the Board of Directors, are:

(a) A Commodore who shall be the Chief Officer of the Club, shall preside at all General, Directors' and Management Committee meetings and have a casting ballot in the case of a tie vote at any such meeting. The Commodore shall ensure that the responsibilities of the offices of Secretary, Treasurer and Fleet Captain are carried on until any vacancies are filled.

(b) A Vice-Commodore who shall assist the Commodore and perform the duties of the Commodore in the absence of or at the request of the Commodore.

(c) A Rear-Commodore who shall assist the Commodore and Vice-Commodore and in their absence perform the duties of the Commodore, and be responsible for all social events of the Club.

(d) A Secretary who shall be responsible for: (2013/11/19)

(i) serving such notices as required for General and Director's meetings;

(ii) recording the proceedings of all such meetings;

(iii) maintaining a written roll of:

(1) Club membership;

(2) boat & locker registry;

(3) boat & locker waiting lists; and

(4) application for membership waiting list.

(iv) custody of all Club reports, Regulations (The Blue Book), communications and documents except financial records; and

(vi) conducting annual membership renewal.

The Secretary may appoint a Club Registrar to assist with these responsibilities as required.

(e) A Treasurer who shall be responsible for:

(i) receipt of all dues, fees or payments to the Club; disbursement of all payments made by the Club and custody of all Club deeds and assets;

(ii) certification prior to any commitment on behalf of the Club that the Club has the financial ability to meet such commitment when due;

(iii) maintenance of written accounts of all Club receipts, disbursements, assets and liabilities; and

(iv) presentation at each General Meeting of a report reflecting all Club financial transactions since the previous report and its assets and liabilities.

(f) Two Fleet Captains: (2013/11/19)

(i) A Dinghy Fleet Captain (Starboard) who shall be responsible for: (2013/11/19)

(1) all Aquatic or Dinghy Sailing activities sponsored by the Club with the exception of the Youth Program.

(2) all Club assistance required to support the Youth Program.

 (ii) A Cabin Boat Fleet Captain (Port) who shall be responsible for: (2013/11/19)

all Cabin Boat Yachting activities sponsored by the Club.

(g) A Communications Director who shall be responsible for:

(i) editing newsletters and other Club notices; (2013/11/19)

(ii) maintenance of website content and e-mail communications lists.

(iii) All communications and updates on Club business with members and the public at large, via the website and other mechanisms,

(h) Facilities Director who is responsible for directing maintenance, acquisition and disposal of all infrastructure,

(i) A Youth Program Director who:

(i) is responsible for all aspects of the operation and coordination of the Youth Program, and;

(ii) acts as Chair of the Youth Committee.

(iii) may appoint a Youth Registrar to assist with Youth Program Registration. (2013/11/19)

(j) A Youth Commodore, who shall:

(i) be younger than 19 years of age;

(ii) advise the Board on matters affecting or concerning those younger than 19;

(iii) sit as a member of the Youth Committee.

(k) The most recent Past-Commodore (If unavailable, this position may be occupied by any previous Commodore).

(l) Shared Positions: Any of these positions – except Commodore and Vice Commodore – can be shared by up to two persons as decided by the Membership upon election at the AGM. For Board votes, each position – not person – is allocated one vote. In the event that officers sharing a position cannot reach agreement on their position’s vote, an abstention shall be recorded.

2. Candidates for office shall be voting members (with the exception of the Youth Commodore) nominated and seconded by other voting members. (2013/11/19)

3. Officers shall be elected by majority vote at a General Meeting and shall hold office for a term of one (1) year.

4. No officer may serve more than four (4) consecutive terms in the same position on the Board with the exception of the Past Commodore should the most recent Past Commodore be unable to serve. (2013/11/19)

5. No officer may serve more than six (6) consecutive terms on the Board with the exception of the Commodore and Past Commodore. (2013/11/19)

6. Should any office become vacant, the Board may appoint a replacement to serve until the next General Meeting.

ARTICLE 6 – FISCAL YEAR AND FINANCIAL MATTERS

(2005/01/31)

1. The fiscal year of the Club shall be from 1 November to the next 31 October.

2. The Treasurer shall ensure that all receipts from any source are promptly deposited in the Club's bank account.

3. Disbursements over $100 shall be paid by cheque. Disbursements under $100 may be in cash. All disbursements shall be supported by receipts and/or duly-completed expense forms.

4. All cheques, acceptances, drafts, orders and other obligations and securities for the payment of money out of the Club's bank account shall be signed by any two of the Commodore, Vice Commodore, Secretary or Treasurer.

5. The Treasurer shall maintain a cash fund not exceeding $200, to pay any budgeted expense which is properly receipted.

6. No commitment exceeding $300 shall be made on behalf of the Club without approval of the Treasurer and no commitment shall be considered for approval save one arising from an activity duly authorized by the Board of Directors. No commitment exceeding $3,500 shall be made on behalf of the Club unless such an expenditure has been budgeted for and approved at a General Meeting. An unforseen commitment exceeding $3,500, not included in the budget requires General Meeting approval prior to expenditure.

7. The Treasurer may open one or more accounts in the name of the Club in any chartered bank approved by the Board of Directors and deposit in the account cheques, bills of exchange, orders for the payment of money and other negotiable paper payable to the Club. Endorsement of the Club may be by rubber stamp or otherwise.

8. All deeds, contracts, releases, directions or documents other than those referred to in section 4 shall be signed on behalf of the Club by the Commodore and the Secretary.

9. All real or personal property of the Club and all such property acquired out of Club funds shall be placed in the custody of the Treasurer. The Treasurer may entrust any such property to the chairperson of the appropriate committee, who shall then be responsible for the care and return of such property or to account to the Treasurer for its use and disposition.

10. Sale, gift or other disposition of real or personal property of the Club other than the payment of money shall be done by the Treasurer as authorized by the Directors.

11. The Treasurer shall report to the Board of Directors, not less frequently than quarterly, all transactions involving the receipt or disbursement of Club money and the acquisition or disposition of Club assets occurring since the previous similar report.

ARTICLE 7 – COMMITTEES

(2013/11/19)

1. The Standing Committees may be convened to support Club planning, operations, and activities as required. Committees may include but not be limited to: (2013/11/19)

(a) The Finance Committee shall assist the Treasurer in the development of financial policies and guidelines.

(b) The Sailing Committee shall supervise the conduct of any boating or yachting carried out by the Club.

(c) The Harbour Committee shall: supervise the maintenance and configuration of Club wharfage, harbour facilities and boat storage facilities; and will oversee allocation of boat storage (docks and racks) to members. The chairperson shall be the Vice Commodore or delegate. (2013/11/19)

(d) The Youth Committee shall organize and supervise the Youth Program . (2013/11/19)

(e) The Social Committee shall supervise Club social activities other than ones reserved specifically to other standing committees.

(f) The Islands Committee shall supervise Club activities respecting the care, maintenance, improvement, or preservation of all property held by the Club except the Clubhouse and its services.

(g) The Clubhouse Committee shall supervise Club activities respecting the care, maintenance, improvement and use of the Clubhouse and its services.

(h) The Public Relations and Publicity Committee shall supervise all Club publications, provide direct relations with the press and other media, and be concerned with all aspects of relations with the public at large.

(i) The Regatta Committee shall plan and coordinate the annual GRYC Invitational Regatta. (2013/11/19)

(j) The Membership Committee shall review applications for membership as per article 3.7 & 3.8 and recommend to the Board suitable candidates to which offers of membership will be made. (2013/11/19)

(k) The Safety Committee shall oversee policies and practices with regards to safety at the Club with respect to: operations, facilities, and sanctioned activities. (2013/11/19)

3. Each Standing Committee shall consist of a chairperson and a minimum of two adult members, all appointed by the Board of Directors.

4. Subject to the supervision of the Board of Directors, each Standing Committee shall manage the stated Club activities, and may appoint sub-committees from adult members.

5. The Board of Directors may from time to time appoint such committees, commissions or sub committees from members and delegate to them such powers as may be deemed advisable.

6. All Committees are disbanded at the Annual General Meeting. The new Board as elected at the AGM shall subsequently appoint Committees and their members as deemed necessary for the following season. (2013/11/19)

ARTICLE 8 – MEETINGS, NOTICE OF MEETINGS AND QUORUMS

(2005/01/31)

1. General Meetings of the Club shall be held in the Province of Quebec. At least one General Meeting shall be held annually, at a time and place determined by the Board of Directors for the purpose of:

(a) receiving the Annual Report, Balance Sheet, General Statement of Income and Expenditures and the Auditor's Report;

(b) electing Officers, appointing an auditor for the ensuing year and transacting the general business of the Club.

2. Additional General Meetings may be called:

(a) on passage of a resolution by the Board of Directors;

(b) on written request (mail or e-mail) by five voting members.

3. Meetings of the Board of Directors shall be at the call of the Commodore not less frequently than quarterly. Each meeting shall deal with all business before the Board at the time of the meeting and notice of the business to be dealt with shall not be required. A majority vote shall govern on all motions, the chairperson having a casting vote in the case of a tie.

4. Notice of a meeting shall be given:

(a) in writing e-mailed and posted on the club’s website at least ten days prior to any General Meeting to each member's registered e-mail address;

(b) at least three days prior to a Board of Directors Meeting unless all members of the Board are present or have, in writing (e-mail or paper), waived the requirement of such notice.

5. If less than a quorum be in attendance at or fifteen minutes after the time for which a General or Directors meeting has been called, the meeting may be adjourned by the members present for a period not exceeding one month at any one time, without notice other than by announcement at the meeting, until a quorum shall attend. A meeting at which a quorum is present may be adjourned in like manner for such time as may be determined by vote. A quorum shall be:

(a) for a General Meeting thirty (30) voting members; (2013/11/19)

(b) for a Board of Directors Meeting five (5) Directors. (2013/11/19)

ARTICLE 9 – VOTING

(1996/01/24)

1. At any General Meeting each voting member shall be entitled to one vote on each motion, and a motion shall carry if supported by a majority of those voting, the Chairperson having a casting vote in the event of a tie.

2. Voting members are Charter, Honorary, Adult, and Primary and Secondary Family members 18 years and over.

3. There shall be no provision for voting by proxy.

ARTICLE 10 – CHARGES AND AVAILABILITY OF SERVICES

(1999/01/13)

1. The charges for services provided by the Club to its members shall be those established from time to time by the Board of Directors.

2. Use of the Club and its facilities by members and guests shall be subject to such regulations as outlined in The Blue Book or as may be determined by the Board of Directors. (2013/11/19)

3. The Commodore may extend use of the facilities to a person whose nomination and application for membership is pending consideration by the Board of Directors.

ARTICLE 11 – RACING RULES

(1996/01/24)

1. The Racing Rules shall be those of the International Yacht Racing Union, as defined by Sail Canada (formerly the Canadian Yachting Association) and as amended from time to time, plus such local rules consistent with the foregoing as shall be passed by the Sailing Committee. (2013/11/19)

ARTICLE 12 – LIABILITY

(1996/01/24)

1. The Club shall not be liable to any member or to any invitee for any loss or injury sustained while on Club premises or while participating in any Club function or activity.

2. Children under the age of 14, while not involved in sanctioned activities of the Club, must be accompanied on Club property by a member 14 years of age or older who is responsible for that child.

3. The Board of Directors shall not be held personally responsible or liable for acts of God, accidents, or vandalism. In cases of negligence by the Board, its liability shall be limited to that of its insurance coverage. Members of the Club shall be responsible for insuring their personal property left at the Club.

ARTICLE 13 – DISSOLUTION

(1997/01/22)

1. The Club cannot be dissolved or its real property disposed of without the consent of two thirds of all of the voting members at a General Meeting.

2. While the Corporation is active, it is to carry on its operations without pecuniary gain to its members and any profits or other accretions to the Corporation are to be used in promoting its objects. In the event of dissolution or winding up of the Corporation, all its remaining assets after payment of its liabilities shall be distributed to one or more Canadian corporations that will endeavour to continue to use these assets to support community based, recreational use of the Gatineau River on a non-commercial, not-for-profit basis.

ARTICLE 14 – MAKING, REPEALING OR AMENDING BY LAWS

(1996/01/24)

1. Only a General Meeting may pass, repeal or amend By laws. The Board of Directors may suspend a By-law until the next General Meeting.

2. By laws consistent with the Letters Patent and the stated objectives of the Club may be passed at any General Meeting of the Club.

Gatineau River Yacht Club        Consolidated By-Laws        Page | 

November 19, 2013