THE WIND WIZARDS LANDSAILING CLUB, INC.
The name of this organization shall be Wind Wizards, Inc., as stated in the Articles of Incorporation.
The specific purpose of this corporation is to promote, develop and participate in landyacht sailing, racing, design, construction, and club organization on a local, regional, national and international scale through the application of club resources, positive relationships, good conduct, education and social outreach events subject to the limitations of California Revenue and Taxation Code Section 23701(g), and Internal Revenue Code 501(c)(7).
While this corporation has no capital stock, it reserves the right to charge for membership in said corporation, equivalent to the services received and to pay to its employees, if any, such compensation, if any, as may be decided upon by the Board of Directors and approved by the members.
To do any and all other things and acts permitted by these Articles of Incorporation.
Section 1. Membership - The membership of this club shall be open to persons interested in landsailing by way of fun sailing, racing, design or education.
Section 2. Classes of Membership:
A. Voting Member. A Voting member shall be 18 years or older, current in their dues, and not otherwise restricted in their participation as determined by the Board of Directors. Voting Members must be U.S. citizens, officers must reside in California. He/She shall have full voting rights and is entitled to participate in all club functions and the use of all club facilities. Voting membership dues shall be determined annually by the Board of Directors. (Article XI) Applications for Voting Membership shall not be accepted or processed between April 1st and June 30th.
B. Associate Member. An Associate member, by virtue their qualified relationship to a Voting Member or by the payment of the designated fee, shall enjoy the rights of membership for the use of club facilities and to participate in all club activities. Qualified relationships shall be a spouse, designated life partner, or child of a Voting member. Other persons may enjoy Associate Membership by paying dues equivalent to ˝ of the current voting membership rate as determined by the Board of Directors. Associate membership holds no voting rights or obligation to participate in club business. Applications for Associate Membership may be accepted and processed at any time.
C. Guest Member. A guest member, upon paying an entry fee to participate in a club event, shall enjoy the rights of membership for the use of club facilities and to participate in the specific activities for which they have paid. Guest membership holds no voting rights or other privileges.
D. Honorary Member. Honorary membership may be granted to a benefactor or whom the Board of Directors recommends to the membership as being worthy of such honor. Upon the membership voting to grant this person honorary status, he/she will be given a membership card designating him/her as an honorary member. Honorary membership holds no voting rights or other privileges than those afforded a guest.
E. Life Member. Life membership may be granted to members with at least 5 years continuous membership and who have reached their 80th birthday. Life membership may be bestowed by the Board of Directors with approval by the Voting Membership. This membership holds no voting rights or other privileges than those afforded an Associate Member.
Section 3. Membership Acceptance. Unless otherwise amended a person shall be considered a voting member upon receipt of their application and membership payment and approval of membership by the Board of Directors. The spouse, or child of such applicant shall be considered an Associate Member at the same time, or any time thereafter, provided application for such associate membership is made and received.
Section 4. Deferred Members - Any member in good standing who shall be called into the armed services of the United States and who shall by reason thereof, upon notification to that effect given to the Board of Directors of this club, be placed upon an honorary deferred list with his dues suspended until such time as he may again become active.
Section 5. Delinquent dues - Dues are due January 1 and delinquent March 1. Any member not having paid their dues by March 1 will be sent a written statement. If dues are not paid by April 1, they will be dropped from membership. A member who is delinquent in payment of dues shall be re-instated by payment of the delinquent dues plus the next year's dues in advance subsequent to approval by the Board of Directors. Members declared delinquent on April 1 shall not be eligible to vote in the following June election, even if reinstated.
Section 6. Expelling Members From Club - A member may be expelled from the club for any act or acts unbecoming of a sportsman or any act detrimental to the club, or to the safety of another, provided that they shall have had not less than one week notice of the charges, in writing, either mailed to his or her last known address or by accepting personal service thereof. Such charges shall first be heard by the Board of Directors. A decision so reached may be appealed by complainant or defendant at the next regular meeting of the club and the decision by a two thirds (2/3) majority vote of the members present shall be final.
Section 7. Resignation of Members - All resignations shall be made in writing to the Secretary. A simple statement, dated and signed, declaring intent to resign is sufficient.
Section 8. It is the duty of the members to attend all regular and special meetings promptly, to pay dues in a timely fashion, and to aid in the promotion of objectives and purposes for which the club is formed.
Section 9. Any current member in good standing may withdraw upon application to the Secretary. Persons holding a withdrawal card may be reinstated upon presentation of the card, provided dues for the current year are paid. After receiving said withdrawal, the member may request to remain on the mailing list. The fee, if any, will be determined by the Board of Directors at its June meeting and must be paid at withdrawal request or at dues time. The withdrawing member must live outside a 50 mile radius of the club.
Section 10. Any member reinstated as herein provided in Article III, Section 9, shall become a voting or associate member, respectively, for all intents and purposes, as if regularly inducted into membership.
Section 11. No involuntary assessment shall be levied upon any member of this organization.
Section 1. A quorum for the meeting of the Executive Board shall be 50% + 1 for the duration of the meeting.
Section 2. A quorum for a meeting of the Board of Directors shall be 50% + 1 for the duration of the meeting.
Section 3. A quorum for a regular or special meeting of the Voting Membership shall be a minimum of 12 Members or 50% of current Voting Membership, whichever is less, plus at least 2 Officers at least one of whom must be either the President or the Vice-President. The quorum must be maintained for the duration of the meeting.
Section 4. There shall be an annual meeting of the voting membership at the first sailing event in June. If no sailing event is scheduled, then the meeting shall take place on the second weekend of June. The meeting shall be held at Sailorâ€s Bay at El Mirage dry lake unless otherwise properly noticed. The meeting shall commence at 11 AM or as soon thereafter as a quorum can be established.
Section 5. Special meetings of the voting membership may be called by the president, vice president, any four members of the Board of Directors, or by written petition of at least 15 % of the voting membership and subsequent to proper notice. Notice of meetings of the voting membership may not be waived.
Section 6. If the requirements of Section 3 have not been met, and at least 50% + 1 of the Voting Membership appear at a duly noticed regular or special meeting of the Voting members they may conduct business not less than 90 minutes after the scheduled start of the meeting. Business may commence after the election a presiding officer and a secretary in accordance with the most recent authorized edition of Robertâ€s Rules of Order. Such roles shall be limited to the duration of the meeting. If such meeting is the annual June meeting for the election of officers and directors it may take place with nominations made from the floor.
Section 7. The Board of Directors shall meet at least quarterly, subsequent to proper notice of all directors. Notice may be waived if unanimous consent is received.
Section 8. The Executive Board may meet at any time, subsequent to proper notice of all executive board members. Notice may be waived if unanimous consent is received.
Section 9. A minimum of 10 days notice is required for all meetings. Notice of meetings shall be made via electronic mail, U.S. Mail, or personal service. Notice for meetings of the Board of Directors or the executive board may also be made via telephone. It is incumbent upon each officer, director, or member to provide and maintain current contact information with the secretary of the corporation.
Section 1. Only voting members in good standing with membership cards up to date, certified by the records of the Secretary and in attendance at a regular or special meeting are eligible to vote or to hold office. Members shall cast ballots for officers, directors, amendments to organizational documents, real property acquisitions, rental, lease, or disposition, and monetary expenditures over $500. Voting for lesser items may be done as permitted in the Rules of Order for meetings of the voting membership.
Section 2. Nominations for officers and members of the Board of Directors shall be made by a nominating committee appointed by the President. The committee shall be appointed not later than April 15th and nominations shall be circulated not later than May 25th.
Section 3. Elections of officers and directors shall be the last order of business at the annual June business meeting.
Section 4. Voting as described in Section 1 of this Article shall be by secret ballot. Voting members shall vote affirmatively or negatively for each nominee for each office. Ballots shall be tallied immediately by three voting members who, if possible, are not nominees, officers, directors, or members of the nominating committee.
Section 5. A nominee shall be considered elected if he/she received at least one more affirmative vote than any other nominee and at least one more affirmative vote than negative votes. In the event that multiple nominees have split the votes, a run-off shall be held immediately between the two highest vote recipients and any other nominee tied with the second-highest vote recipient. In the event that no nominee receives sufficient votes after three rounds of voting the president shall appoint a voting member in good standing to assume the duties of that office until the next regular or special meeting of the voting membership.
Section 6. Unless otherwise stated, a motion shall be considered passed if it receives at least one more affirmative vote than negative votes.
Section 7. A motion to recall an officer or director shall require the signatures of 15% of the voting members and shall state the cause for recall. The Board of Directors shall immediately set a date within 45 days, but no less than 14 days for a special meeting for the sole purpose of voting on the petition. An officer or director so re-called shall surrender his/her office immediately. Nominations will then be accepted from the floor for a replacement and voted according to the bylaws.
ORDER OF BUSINESS
Section 1. The Clubâ€s Rules of Order shall be used to conduct all business at both meetings of the members and the Board of Directors except:
A. That the presiding officer may, in any meeting of the Voting membership, require the imposition of the most recent authorized version of Robertâ€s Rules of Order for motions and deliberations in order to invoke proper decorum and procedure as necessitated by the number of persons in attendance or to quell disorderly conduct. During such imposition the use of Robertâ€s Rules of Order shall continue throughout the duration of the meeting. It shall be the duty of the presiding officer to possess a strong working knowledge of Robert's Rules of order or to appoint a parliamentarian to assist in the execution of the meeting.
BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the President, Vice-President, Secretary, Treasurer, the immediate Past President, if available, and up to six additional members to be elected by the voting membership. The total number of persons on the board shall be fixed based upon the number of voting members enrolled at the time of the annual membership meeting. For every 15 voting members there shall be one board member up to a total of six directors, in addition to the officers and immediate Past President. Their term of office shall be two years or until the election of their successors. In no event shall the number of directors be reduced to less than two (2). The total number of persons on the board shall be not less than six (6) nor more than 11.
Section 2. If at any time a vacancy shall occur in any elective office, it shall be the duty of the President to appoint a member in good standing to temporarily fill such office until the next regular or special meeting of the voting membership following such vacancy. The President shall, within thirty (30) days of the date of such appointment, notify the members, that at the next regular or special meeting an election will be held to fill the office for the balance of the term. Nominations must be received from the floor if such nominations are offered.
Section 3. It shall be the duty of the Board of Directors to formulate the policies of the club and to act in an advisory capacity to the President, and the President shall be bound to act according to a majority decision of the Board of Directors.
Section 4. The Board of Directors shall establish its regular meeting date and may meet in special session at any time, in accordance with these by-laws provided each director shall have been duly notified of such meeting.
Section 5. A director shall be deemed to have vacated his/her office if they have been absent without excuse for three regular meetings, upon receipt of a notice of resignation, or upon discharge from membership.
OFFICERS AND DIRECTORS
Section 1. The President shall preside at all meetings, shall be the executive head of the corporation and shall chair the Board of Directors in accordance with the Rules of Order. The President shall approve all payments to be made from the funds of the club; shall sign all agreements made on behalf of the club, and perform the other duties incident to that office. The President shall appointment all committee chairs and all delegates to conferences and conventions, all subject to the control and direction of the Board of Directors. The Presidentâ€s term of office shall be two years or until the election of his/her successor.
Section 2. The Vice-President shall perform the duties of the President in absence of the latter, or in case of vacancy or the inability of the President to act, or such other duties as assigned by the President or the Board of Directors. . The Vice-Presidentâ€s term of office shall be two years or until the election of his/her successor.
Section 3. The Secretary shall keep the minutes of all meetings, shall keep a file of, and attend to, all correspondence for the club, shall send out notices of meetings and shall have the custody of all papers and documents and statements of the club. The secretary shall maintain the membership contact roster. The Secretaryâ€s term of office shall be two years or until the election of his/her successor.
Section 4. The Treasurer shall receive all moneys and securities of the club, give receipts for the same, and shall deposit the funds in a bank to be approved by the Board of Directors. The Treasurer shall keep such funds to be deposited until paid out, file security for the faithful performance of the treasurerâ€s duties if required by the Board of Directors, keep an account of all receipts and disbursements. The Treasurer shall submit a report of such actions whenever called upon so to do by the Board of Directors. The Treasurer shall maintain an accurate list of membership payments at all times. The Treasurerâ€s term of office shall be two years or until the election of his/her successor.
Section 5. Two officers shall sign all checks, bills and other documents of a financial character. Expenditures of $200 or more may be made only after same has been directed by the Board of Directors. The Treasurer shall furnish the President, not later than April 15th of each year, with a copy of the annual financial report. The Treasurer shall sign and issue all membership cards upon payment of dues.
Section 6. An officer shall be deemed to have vacated his/her office if they have been absent without excuse for three regular meetings, upon receipt of a notice of resignation, or upon discharge from membership.
Section 1. No officer, director, or member of this corporation shall draw any salary or other remuneration for any service except where said officer, director, or member expended personal funds for a pre-approved purpose. Such remuneration shall be approved by a vote of the executive board for amounts under $200 and by the Board of Directors for amounts of $200 or more, but less than $500. Amounts of $500 or more must be approved by the voting membership.
Section 2. Employees of the corporation may receive salaries as compensation for their services. The hiring and compensation of employees shall be the responsibility of the Board of Directors after first securing approval for establishing such employment from the voting membership.
Section 1. Standing Committees shall be established by the Board of Directors. Ad hoc committees may be appointed from time to time by the President. Committee chairs shall be appointed or renewed by the President.
Section 2. Committee members shall be appointed or renewed by the committee chair.
Section 3. Committees shall use the corporationâ€s rules of order to conduct business.
Section 1. Dues shall be set at the second quarterly meeting of the Board of Directors and announced at the June business meeting of the voting membership.
RECORDS AND REPORTS
Section 1. The Treasurerâ€s report shall be made available for inspection at the annual June meeting of the voting membership. The Treasurerâ€s report shall be made available for inspection at any duly noticed meeting of the Board of Directors or the executive board. At all other times the treasurerâ€s records shall be available for inspection by any officer or the Board of Directors after a 5 day notice.
Section 2. Standing Committee and Ad hoc reports shall be given at the annual meeting of the voting membership and at any meeting of the Board of Directors after a 5 day notice.
Section 3. Committees of the Board of Directors or the executive board shall be given at all meetings of their respective boards.
Section 4. The fiscal year of the corporation shall start on July 1st and end June 30th of the following year.
Section 1. These bylaws shall not be altered except by due process of the corporation.
Section 2. Grammatical, spelling, gender, or other insubstantial corrections may be made with approval of the Board of Directors at any duly noticed meeting.
Section 3. Changes of substance must be announced at a duly noticed meeting of the Board of Directors before being announced to the voting membership, in writing, via approved notification methods. Such changes may be executed not less than 30 days later at the next annual or special meeting of the voting membership by a 2/3 vote of said membership in attendance, after satisfactory discussion in accordance with all organizational documents.
Section 4. Conflicts between elements of the organizational documents shall be prioritized accordingly: The Articles of Incorporation, the Bylaws, then the Rules of Order.