BYLAWS OF THE GALVESTON BAY CRUISING ASSOCIATION, INC.

ARTICLE 1 - NAME & PURPOSE

Section 1: Name

The name of this organization shall be the GALVESTON BAY CRUISING ASSOCIATION, INC. (“GBCA”) hereinafter referred to as the Club.

Section 2: Purpose

The purpose of the Club is to promote sailing and racing of cruising sailboats in a sportsmanship like manner; to foster the arts of navigation, meteorology and seamanship; and to provide educational and social events for the membership. The Club shall be non-profit as that term is used in the Texas Non-Profit Corporation Act.

ARTICLE II – GOVERNANCE

Section 1: Organization

The Club shall be governed by a Board of Governors consisting of a Commodore, Vice-Commodore, Rear Commodore, Fleet Captain, Secretary, Treasurer and the Immediate Past Commodore and six (6) Board Members. The Club 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 three classes of membership: Senior, Crew and Honorary. Spouses and children under 21 years of age of members in good standing shall have the same privileges to which a member in that classification is entitled, exclusive of voting rights and the privilege of holding office.

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.

Any person of good moral character shall be eligible for Crew Membership. Crew members are not eligible to neither 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.

Section 4: Honorary Membership

The Board of Governors may elect to Honorary Membership any person of good moral character who meets one or more of the following conditions:

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 5: 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 6: 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 7: 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 is terminated, but may be reestablished by payment of dues.

ARTICLE IV – OFFICERS

Section 1: Flag Officers

  - Commodore

  - Vice Commodore

  - Rear Commodore

  - Fleet Captain

  - Secretary

  - Treasurer

  - Past Commodore

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 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 for the Club is to develop an overall racing schedule for the Club to serve as liaison between the Club and other sailing organizations regarding scheduling and conducting of sailing events and to plan and conduct regattas and races organized by the Club. The Fleet Captain may delegate the role of Principal Race Officer to qualified individuals, subject to the approval of the Board. 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, 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.

Section 8: Past Commodore

The Past Commodore shall be an ex-officio member of all committees, and shall perform such duties in furtherance of the Club’s purposes as may be assigned by the Board.

Section 9: Term of Office

Term of office for Flag Officers shall begin on January 1st and end on December 31st of the year following their elections unless the officer resigns, dies, or is removed from office by action pursuant to these by-laws.

ARTICLE V - BOARD OF GOVERNORS

Section 1: The Board

The Board of Governors shall consist of Flag Officers, six elected Governors, and the immediate Past Commodore. 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 assigned the following duties by the Commodore:

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.

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.

Newsletter - Publish the Club’s newsletter.

TSA Contact - Serve as the Club’s 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.

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. Members may attend meetings electronically with approval of at least two Flag Officers.

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.

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 and shall select the three Governors to serve on the committee.

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 Governor positions.

Section 3: Election Procedure

The Nominating Committee shall send a 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 shall be placed on the ballot if made 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 Directors. Those nominees receiving the greatest number of votes are elected. The newly elected officers shall be take office on January 1st.  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 each year for the purpose of transacting business as shall properly come before the membership. Announcement of this shall be in a special notice published 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 published 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: Special Committees

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

Section 2: Committee Members

The Committee shall select their own committee members and chair, unless the Board has appointed members or the chair.

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

The Board may set qualifications for entry, conduct and scoring of races, subject to The Racing Rules of Sailing as prescribed by the United States Sailing Association.

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.

ARTICLE XI-NOTICE

Section 1: Notifications

Whenever these bylaws require notice to given, notice may be given by mail, by email, by posting on the Club’s website, or in any other manner which is reasonably calculated to reach the intended recipient.