By-Laws of St. Petersburg Sailing Association, Inc.
Article I. Name
This corporation shall be known as St. Petersburg Sailing Association, Inc., a nonprofit corporation.
Article II. Objects
The objects of this Corporation are:
- To promote friendship among its members
- To promote sailing on Tampa Bay
- To advance the art and practice of sailing
- To sponsor and hold such races, cruises and other events as members may desire.
- To foster and promote such activities as are consistent with these objectives.
Article III. Membership
Section I. Any person of good character interested in sailing may become a member of the Corporation upon acceptance of his or her application by the Board of Directors, and upon payment of such dues and assessment as from time to time the Board of Directors may provide. The membership of any person shall be terminated by the Board of Directors for good cause shown, or for non-payment of dues or assessments in arrears more than thirty days.
Section II. Any member’s vessel taking part in a sailing event organized by the Corporation shall have on board a member of the Corporation who in the absence of the owner shall be the representative of the owner.
Article IV. Meetings of the Membership
Section I. The membership of this Corporation shall meet annually which shall be the only regularly scheduled meeting in each year. Said annual meeting of the membership shall be held on a day and at a time and place selected by the Commodore during the month of September. If the Commodore shall neglect or refuse to name such meeting place, the annual meeting of the membership shall be held at a place to be named by the Vice-Commodore.
Article V. Board of Directors
Section I. The business, property, and affairs of this Corporation shall be managed by a Board of Directors composed of eight (8) persons who shall be members of this Corporation. Each Director shall hold office for a term of one (1) year. Each of the eight Officers of the Corporation duly elected at the annual meeting of the membership shall be ex-officio members of the Board of Directors of this Corporation and shall take office immediately following election by the membership.
Section II. The Board of Directors shall transact all business of the Corporation. It shall determine the policies, fiscal matters, assessments, dues and in general assume responsibility for the guidance and affairs of the Corporation.
Section III. The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the membership each year. Special meetings of the Board of Directors may be called by the Commodore, Vice Commodore or Rear Commodore at any time. At least ten (10) days notice shall be furnished to each of the members of the Board of Directors stating generally the purpose of which such meeting is called, and any other matter required by the bylaws to be stated in said notice.
Section IV. The presence of a majority of the Directors shall be necessary at a meeting whether annual or special to constitute a quorum to transact business. The act of the majority of the Directors present at a meeting when a quorum is present shall be the act of the Board of Directors.
Section V. Vacancies in the Board of Directors shall be filled by election by the remaining directors. Each person so elected to fill a vacancy shall remain a Director until his successor has been elected by a vote of the membership at its annual meeting.
Section VI. Failure by a Director to attend two (2) consecutive meetings whether annual or special, without a valid excuse, shall constitute cause for removal of said Director by the remaining Board of Directors.
Section VII. The Board of Directors shall have the power to create and appoint members to any committee it shall deem advisable.
Section VIII. The Board of Directors shall have the power to define the eligibility and type of vessel acceptable to sail in the Association fleet and have the power to accept or reject an application for membership.
The Officers of the corporation and their duties shall be:
- Commodore: shall preside at all meetings of the Corporation.
- Vice Commodore: shall act in the absence of the Commodore and shall succeed to the office of Commodore in the event of resignation or incapacity of the Commodore.
- Rear Commodore: shall assist the Commodore and the Vice Commodore and in the absence or disability of either shall act in their place and stead.
- Secretary: shall maintain minutes of all meetings of the Corporation and shall act as corresponding secretary; shall publish such bulletins and notices as may be required in the operation of the Corporation.
- Treasurer: shall receive all funds paid to the Corporation and disburse same as authorized by the Board of Directors; shall maintain records of all transactions and report all transactions; shall prepare a budget for the approval of the Board of Directors.
- Race Committee Chairman: shall conduct such meetings as required to operate the Race Committee; shall conduct the race program for the Association.
- Rating Committee Chairman: shall select and utilize a rating system or systems providing a fair and reasonable handicap for types of yachts sailed by the membership and shall maintain a rating record of all member yachts; shall act in the absence or disability of the Race Committee Chairman.
- Membership Committee Chairman: shall serve as ombudsman for the membership to the Board of Directors and shall promote membership participation in the activities of the Corporation. The Membership Chairman may select members in good standing to serve on the membership committee to assist in these duties.
- Marketing and Mass Communication Chairman: Maintains the public viewable sites of the Corporation. Coordinates officers of the Corporation concerning public announcements that are placed on the SPSA web page, Facebook page or any other mass communication Adds timely updates of appropriate sailing related information to our public sites to keep them fresh. Coordinates the updates and printing of the Membership Directory.
In addition, each Officer shall have the duties otherwise prescribed by these by-laws, and such other responsibility and authority as the Board of Directors shall delegate.
Article VII. Nominating Committee
The Commodore shall name a Nominating Committee consisting of any three (3) members no later than May 15th of each year, whose duties shall be to canvass the membership and name no later than June 15th of each year a slate of qualified members for election to the Board of Directors. The names on the slate so selected shall be mailed to each member in good standing no later than July 1st. Thereafter, any member desiring to nominate any other member for any office shall submit such nomination in writing signed by at least five (5) members, to the Secretary of the Corporation, no later than August 1st, after which date the nomination will be deemed closed. The Secretary shall send notice of such additional nominations, if any, to the membership no later than ten (10) days before the date of the annual meeting of the membership. No Officer shall be nominated by the Nominating Committee or any member without first obtaining approval of the nominee.
Article VIII. Rules of Order
Robert’s Rules of Order shall be the parliamentary authority for all matters and procedures not specifically covered by these by-laws.
Article IX. Amendments
The Board of Directors may at any meeting amend, revise, add to, repeal, or rescind these by-laws and/or adopt new by-laws by a majority vote of all the members of the Board of Directors if there be a quorum. Notice of the proposed amendment, or revision, addition, repeal or rescission of the by-laws or adoption of the new by-laws shall have been given to each member of the Board of Directors at least ten (10) days preceding the meeting.
Article X. Compensation
No compensation shall be paid to any Director or Officer or member for services performed by them for the Corporation in any capacity unless a resolution authorizing such remuneration shall have been adopted by the Board of Directors, and then only upon notice of such proposal having been given to the members of the Board of Directors at least ten (10) days prior to the meeting.
Notwithstanding any other provision of these Articles, this Corporation shall not carry on any other activities not permitted to be carried on by a Corporation exempt from Federal Income Tax under Section 501(c)(7) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.
Article XII. Fiscal Year
The fiscal year of the Corporation will commence July 1 of each year and end on June 30 of the following year.
These By-Laws, as amended, are accepted, and approved by the Board of Directors the 2nd day of June 2021.