Galveston Bay Cruising Association

1500 Marina Bay Dr. Suite 1592 • Building #59B • Clear Lake Shores, TX 77565
Phone (713) 820-7245 • (gbca dot org, account gbca)
October, 1998

ARTICLE 1 - NAME & PURPOSE

Section 1: Name

The name of this organization shall be the GALVESTON BAY CRUISING ASSOCIATION, hereinafter referred to as the Club.

Section 2: Purpose

The purpose of the Galveston Bay Cruising Association is to promote sportsmanship, sailing, and racing of cruising sailboats; to foster the arts of navigation, meteorology and seamanship; and to provide educational and social events for the membership.

ARTICLE 11 - PURPOSE

Section 1: Organization

The Club shall be organized under a Board of Governors consisting of the Commodore, Vice-Commodore, Rear Commodore, Fleet Captain, Secretary, Treasurer and the Immediate Past Commodore and six (6) senior members. The Club shall be "volunteer run," non-profit and shall be incorporated in the State of Texas. The terms and conditions of incorporation are considered part of the bylaws. The fiscal year shall be the calendar year.

ARTICLE III - MEMBERSHIP, DUES AND ASSESSMENTS

Section 1: General

There shall be four classes of membership: Senior, junior, Crew and Honorary. Spouses and children under 21 of members in good standing shall have the same privileges to which a member in that classification is entitled, exclusive of voting rights.

Section 2: Senior Membership

Any person over 18 years of age and of good moral character shall be eligible for Senior Membership. Any Senior Member may vote, hold office, serve on committees, and enjoy all privileges of the club.

Section 3: Junior Membership

Any person 18 years of age or under, and of good moral character shall be eligible for Junior Membership. All eligible children of senior members are considered junior members. All other applicants for Junior Membership must be sponsored by a senior member. Junior members are not eligible to vote nor to hold office, but are entitled to enjoy all the privileges of the Club.

Section 4: Crew Membership

Any person of good moral character shall be eligible for Crew Membership. Crew members are not eligible to vote nor hold office, but are entitled to all other privileges of the Club. Crew members shall be eligible to chair committees or serve as an assistant to a flag Officer. In the absence of a Senior Member, a GBCA Crew Member in good standing can race a boat owned and entered by a Senior Member in a GBCA event.

Section 5: Honorary Membership

The Board of Governors may elect to Honorary Membership any person of good moral character. Honorary Members shall be one of three classes.

1. Institutional Honorary Members may be awarded to charitable or nonprofit organizations. They will not pay dues or assessments and will enjoy all privileges of the Club except voting and holding office. Their status will be reviewed each year by the Board.
2. Celebrity Honorary Membership may be awarded to persons that have achieved excellence in the sport of sailing. They will not pay dues or assessments and will enjoy all privileges of the Club except voting and holding office. Their status will be reviewed each year by the Board.
3. Outstanding service Honorary Membership may be awarded to persons for one year who have donated time and service to the Club above and beyond the norm. They shall enjoy all privileges of the Club. Their status will be reviewed each year by the Board.

Section 6: Application for Membership

Any person desiring to become a member shall make application on a form approved by the Board of Governors. All applications for membership shall be acted upon by the Membership Committee, who shall then recommend final action to the Board of Governors.

Section 7: Termination of Membership

1. A member may be expelled from the Club for nonpayment of dues or assessments.
2. Any member who may be guilty of improper conduct or malfeasance in office may be expelled or otherwise punished, at any meeting, of the Board of Governors by a 2/3 vote. At least ten days notice of the meeting, the charges made, and an invitation to attend the meeting must be given to the accused prior to action by the Board of Governors.

Section 8: Dues, Fees and Assessments

Each member shall pay such dues, fees and assessments as shall be prescribed from time to time by the Board of Governors for each class of membership. Membership dues are payable annually, in the month of the anniversary of membership. If dues are not paid within 1 month of the anniversary of membership, the membership in question is terminated.

ARTICLE IV - OFFICERS ARTICLE IV - OFFICERS

Section 1: Flag Officers

Section 2: Commodore

It shall be the duty of the Commodore to preside at all the board meetings, enforce the Bylaws of the Club and the rulings of the Board of Governors, appoint standing committees and special committees and shall be a member ex-officio of all committees. The Commodore shall assign the Board Members their respective duties.

Section 3: Vice Commodore

It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of his/her duties and to officiate in his/her absence. The Vice Commodore shall have authority over all Club property and possessions, with the exception of race committee equipment, and shall enforce house rules.

Section 4: Rear Commodore

It shall be the duty of the Rear Commodore to assist the Commodore and Vice Commodore in the discharge of their respective duties and to officiate in their absence. The Rear Commodore shall arrange for the acquisition and presentation of awards and shall maintain a proper log of all trophy winners and keep records of all Deeds of Gift and/or awarding instructions.

Section 5: Fleet Captain

The Fleet Captain serves as executive officer to the Commodore and assists the Commodore, Vice Commodore and Rear Commodore in the discharge of their respective duties and in all their absence to officiate in their stead. The Fleet Captain's primary job is to organize and promote the fleets, involve them in the various committees and to represent them to the Event Chairpersons and the Board of Governors. He/she shall coordinate racing schedules with the Event Chairpersons and develop an overall schedule and serve as liaison between the Club and other sailing organizations regarding scheduling and conducting sailing events. The Fleet Captain shall provide guidance to the various Event Chairpersons in regards to racing equipment and racing instructions. The Fleet Captain shall be responsible for providing and maintaining all the skills and equipment necessary to conduct quality racing events, and shall have custody of said equipment.

Section 6: Secretary

It shall be the duty of the Secretary to keep minutes of the meetings of the Club and the Board of Governors in books provided for that purpose and to have custody of all records and documents of the Club, to keep and correct a roll of the membership, and prepare and publish a roster of the membership as directed by the Board of Governors. The Secretary shall conduct the correspondence of the Club, give notice of meetings, oversee the activities of the administrative assistant, disseminate news, schedules, and perform other such duties as may be directed by the Club, Commodore and the Board. At the end of the term of office, the Secretary shall turn over to the successor all effects and papers belonging to the Club.

Section 7: Treasurer

It shall be the duty of the Treasurer to collect all monies and to keep a correct account thereof, and to have charge of all funds of the Club and disperse said funds, to post bond at the Club's expense if requested by the Board, to deposit the funds in the name of the Club in a depository or depositories approved by the Board, to see that all required taxes are paid and/or reports made, to present a report at each Board meeting showing the financial condition of the Club, to turn over to the Board at the close of his term of office all funds, canceled checks and other property in his possession belonging to the Club, and to perform such other services as may be required by the Commodore or the Board.

The Treasurer shall choose an Assistant Treasurer who shall be approved by the Board and shall be allowed to perform all of the duties of the Treasurer except board voting privileges. This person shall be a GBCA Senior or Crew member in good standing and shall be on the signature card to write checks.

Section 8: Administrative Assistant

The Board of Governors shall appoint volunteers or contract out for such assistants as it shall determine necessary to transact the orderly business of the Club. This person shall not be employed by the Club and monies spent for the Assistant shall not exceed 1/3 of the Senior membership dues. It shall be the duty of the Administrative Assistant to perform such duties which may be designated and required by the Secretary to supplement and assist officers and committee/event chairpersons and members in their duties. The Board and Committee Chairpersons are encouraged to solicit the help of volunteers before securing an administrative Assistant.

Section 9: Past Commodore

The Past Commodore shall serve as Chairperson of the Planning Committee. In this capacity he/she shall select the committee members for Board approval and see to the accomplishment of the planning tasks.

Section 10: Term of Office

Term of office shall begin when officers are installed until their term expires and /or they have been properly relieved. Flag officers serve one year terms.

ARTICLE V - BOARD OF GOVERNORS

Section 1: The Board

The Board of Governors shall consist of Flag Officers, six elected senior members, and the immediate Past Commodore, who shall serve ex-officio. The six Governors shall serve two year terms. Three Governors will be elected in even years, and three Governors will be elected in odd years. In addition to voting on questions before the Board, the six Governors shall be paired, and have among each pair the following duties:

Pair 1

Membership Chairman - Recruit and chair a committee, the purpose of which is to increase Club Membership.

By-Law Focal Point - Insure that all Club activities are done in accordance with the Bylaws, and initiate any By-Law changes deemed necessary by the Board or the Membership.

Pair 2

Volunteer Organizer - Recruit and organize volunteer help to best utilize the Club resources as needed by the various committee and Event Chairpersons.

Annual Audit - Recruit and oversee the activities of a committee to perform the annual audit of the Club's books, per the By-Laws.

Pair 3

Newsletter - Publish the GBCA newsletter.

TSA Contact - Serve as GBCA contact to the Texas Sailing Association. This includes renewing annual membership, recruiting and assisting entrants in US Sailing events, and keeping the Board abreast of any developments in TSA which may be of interest to the Club.

The pairs and duties of each pair shall be assigned by the Commodore according to ability and interest.

Section 2: Meetings

The Board of Governors shall meet at least once a month on a regular basis, and at other times as the Commodore deems necessary. The Commodore shall be the Chairman of the Board of Governors, seven members shall constitute a quorum. Any regularly scheduled meeting may be canceled by a majority vote of the Board. The Commodore shall call a special meeting if requested in writing by seven or more members of the Board.

Section 3: Authority

The Board of Governors shall have full authority over affairs of the Club, shall have general control of its property, and all rights and powers connected therewith shall be vested in them.

Section 4: Annual Audit

The Board of Governors shall, at least once a year, have the Club accounts audited by three Senior members appointed by the Commodore, who shall close the books for the fiscal year and approve the Treasurer's annual report.

Section 5: Vacancies

The Board of Governors shall have the power to fill vacancies occurring in an elective office for the unexpired term. Should any member of the Board absent himself from three meetings without being excused by a majority of the Board present, he shall be deemed to have resigned from the Board.

ARTICLE VI - ELECTIONS

Section 1: Nominating Committee

The Nominating Committee shall consist of the Commodore, the immediate Past Commodore and three governors with tenure in office. The Commodore shall serve as chairman.

Section 2: Duties of the Nominating Committee

Each year the Nominating Committee shall nominate at least one senior member for each position of Flag Officer, and at least six senior members for the three positions on the Board of Governors.

Section 3: Election Procedure

The Nominating Committee shall mail a written ballot on a form approved by the Board of Governors to each senior member on or before October 1st of each year, with the provision that the ballot shall be in the hands of the Nominating Committee, at the address indicated, on or before November 1st, to be valid. The ballot shall have space for write-in votes, additional nominations may be placed on the ballot by petition of 10 senior members to the Nominating Committee on or before September 15. The Nominating Committee shall tabulate the votes and report the same to the Board of Governors. Those nominees receiving the greatest number of votes are elected. The newly elected officers shall be installed at the Commodore's Ball.

In case of a tie in the number of votes for any position, the Nominating Committee shall present such tie to the Board of Governors. The Board of Governors shall vote by secret ballot to break the tie.

ARTICLE VII - MEMBERSHIP MEETINGS

Section 1: Annual Meeting

An annual meeting of Senior Members shall be held in January of each year for the purpose of transacting business as shall properly come before the membership. Announcement of this shall be in a special notice mailed to the membership.

Section 2: Special Meetings

Special meetings may be called by the Commodore when in his judgment such meetings serve a useful purpose. Notice of the time and place together with the proposed agenda shall be mailed or announced to the membership at least one week in advance of the meeting.

Section 3: Quorum

A quorum necessary for the transaction of business at any meeting of the Club shall be 10% of the senior members of the Club.

Section 4: Rules of Order

The conduct of the business of all meetings of the Club, Board or Committees shall be governed by Robert's Rules of Order Revised.

ARTICLE VIII - COMMITTEES

Section 1: Standing Committees

The standing committees of the Club shall include: Race Committees, Trophy and Awards Committee, Membership Committee, House Committee, Social Committee, Public Relations Committee, History & Archives Committee, Texas Ocean Racing Committee and Gulf Long Distance Race Committee. There shall be no compensation for performance of Club duties or services without prior approval of the Board of Governors.

The Race Committees shall consist of Bay Race Committee, TORC Race Committee, Long Distance Race Committee and any other Race Committee required. The Event Chairperson and his/her Race Committee shall be responsible for creating, producing and organizing the Event consistent with the purpose of GBCA and shall be responsible for it's quality and solvency per direction of the Commodore and guidance of the Bylaws. The Event Chairperson shall operate per the following guidelines:

1. Budget - Develop a budget with the Treasurer based on guidelines from previous events or other direction and assure its compliance.
2. Schedule - Formulate the event schedules and coordinate with the Fleet Captain; the schedules should include as a minimum: dates of event, skippers meeting/symposiums, starting times and socials.
3. Promotion - Produce articles for the Cannon and publications creating awareness and promoting the Event in coordination with the Public Relations Committee. Open events should have flyers sent with local marina's and Yacht Club's monthly billings.
4. Sponsorship - Coordinate with businesses or entities that sponsor events in whole or part including the providing of trophies, parties and other applicable subjects in coordination with the Sponsorship Committee and Trophy and Awards Committee. Trophies should be assigned to the Event and awarded consistent with the purpose and sponsorship of the Event.
5. Protest - Organize through the Volunteer Coordinator, competent protest committee consisting of three people with extensive knowledge of racing rules and protest procedures.
6. Race Committee - Organize through the Volunteer coordinator a competent Race Committee with enough experience to run a high quality race.
7. Socials - Coordinate and organize an Event Social Committee with the Social Chairperson. This Committee purpose is to assure a safe and fun pre/post race social. Arrange and coordinate logistics for location of social with Vice Commodore.
8. Sailing Instructions - Prepare, recommend changes and proof read Sailing Instructions and Scratch Sheets for distribution to sailors.
9. Entries - Verify entries and rating certificates ensuring that members are in good standing. Divide entries into classes based on purpose of event/classes, input data into race program and print Race Committee worksheets.
10. Skippers Meeting/Symposiums - Confirm time and place with the Vice Commodore, distribute supplemental sailing instructions, scratch sheets, social notices and any other relevant information, highlighting with verbal comment any important information.
11. Race Results - Tabulate and document complete race results. Distribute results to the membership by posting at socials and on the Club House windows, in the Cannon and mailings to contestants.
12. Event Close Out - Write Event article for publication in the Cannon and for news releases.

Section 2: Cruising Committee

The Chairperson of the Cruising Committee shall be appointed by the Commodore and receive Board approval. The Chairperson shall organize, publicize, schedule and coordinate the GBCA cruises held throughout the year.

Section 3: Trophies and Awards Committee

The Chairperson of the Trophies and Awards Committee shall be the Rear Commodore, who shall arrange for acquisition and presentation of awards. He/she shall maintain a proper log of all trophy winners and keep records of all deeds of gift and/or instructions. The Chairperson, in coordination with the Event Chairperson, shall decide on the awarding of trophies consistent with the event purpose and "deed of gift."

Section 4: House Committee

The Chairperson of the House Committee shall be the Vice Commodore, who shall have supervisory authority over the operation and maintenance/cleanup of the Clubhouse, and shall enforce house rules.

Section 5: Membership Committee

The Membership Committee Chairperson shall be an assigned Board Member. This Committee shall investigate and recommend to the Board of Governors all applications for membership.

Section 6: Social Committee

The Social Committee Chairperson shall be appointed by the Commodore and receive Board approval. The Social Chairperson and Event Chairperson shall assign sub-chairpersons and their committees, under the direction of the Social Chairperson, shall provide for and manage the social events of the Club.

Section 7: Public Relations Committee

The Public Relations Committee Chairperson shall be appointed by the Commodore and receive Board approval. This Committee shall undertake to inform the public of the object and purpose of the Club, and to make available to the news media the nature and results of the activities of the Club.

Section 8: History and Archives Committee

The History and Archives Committee shall be appointed by the Commodore and receive Board approval. This Committee shall receive and keep all Club records and compile and keep a history of the Club.

Section 9: Planning Committee

The purpose of the committee is to research and statistically and qualitatively evaluate GBCA's past, present and future regarding performance, activities, membership and influence in various segments of the sailing community. With this data, information from the membership and taking into consideration GBCA's purpose as stated in the Bylaws; plan the direction of GBCA over 5 years in one year increments, provide that direction in the form of yearly goals and objectives that the GBCA board of Governors will use as yearly operational criteria. The plan will be updated and published yearly by September 1.

The planning Committee Members shall be Past Commodores and senior members who have adequate background and volunteer work in GBCA to perform the planning function and who shall not have conflicting interests with the purpose, goals and objectives of GBCA. The Past Commodore on the Board shall serve as chairperson and schedule meetings and make task assignments to the Planning Committee. These shall be at least 3 active Members, approved by the Board, performing the planning by consensus who shall use various means to obtain input from the GBCA membership and the Board. The Board of Governors will occasionally require clarification, research and additional input.

Section 10: Special Committees

Special committees may be appointed from time to time for a particular purpose. Such committees shall serve at the pleasure of the appointing authority.

Section 11: Committee Members

The Committee Chairpersons (event chairpersons) shall select their own committee members.

ARTICLE IX - MISCELLANEOUS

Section 1: Club Burgee

The Club Burgee shall be triangular in shape, and of proper proportions. Four white mainsails shall be displayed on a field of blue.

Section 2: Race Participation

Except for open or international races, only members in good standing may participate in Club sponsored races.

Section 3: Special Situations

Any situation or condition not specifically covered by the provisions of these Bylaws shall be resolved by a decision of the Board of Governors.

ARTICLE X - AMENDMENTS

Section 1: Amendments

These Bylaws may be altered, amended or repealed at the annual meeting or a special meeting called for that purpose, provided that two thirds of the senior members, present and voting, vote in favor thereof, and provided that the notice of the proposed changes shall have been mailed or announced to the membership at least ten days prior to the date of such meeting.