Fellow Sailors,

Enclosed is the Rio Grande Sailing Club handbook and by-laws.

Yacht or Sailing clubs often have the image of exclusive membership requirements, which can cost many thousands of dollars a year to join. The clubs often have beautiful facilities with programs of interests for sailors of all interests.

Our club does not have any of the buildings, docks, or facilities of many clubs but we do have an enthusiastic membership comprising the true assets of this club.  The sailors in our club have a wide variety of interests and abilities that have volunteered much time and effort to make the successful organization it is today.

I encourage you to review the membership handbook and make an effort to meet and interact with these sailors. If you are not currently active in club contact any of the club offers and we will be happy to tell you about the many activities the club is currently involved in doing.

Bob

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Amended Bylaws of the Rio Grande Sailing Club

2002

Article I

Name of Organization

The name of this Organization shall be the Rio Grande Sailing Club (RGSC or Club), chartered as a non-profit educational and social corporation by the State of New Mexico. The RGSC is a member of the United States Sailing Association (USSA) and the Sailing Association of Intermountain Lakes (SAIL).

Principal Office

The principal office of the Corporation shall be located at Elephant Butte State Park, Sierra County, and State of New Mexico.

Article II

Purpose of the Organization

The Rio Grande Sailing Club shall:

A.        Stimulate a greater interest in sailing among the citizens of New Mexico, West Texas, and the surrounding areas, by conducting races, cruises, and training in sailing skills and boating safety, as well as other sailing related activities.

B.        The RGSC is authorized to accept gifts, including, but not limited to, boats, equipment, and services, for educational use in improving the knowledge, skills, and abilities of those interested in sailing.

C.        Operate as a corporation under the Nonprofit Corporation Act of New Mexico.

ARTICLE III

Organization

In order to accommodate geographical diversity, the Rio Grande Sailing Club shall be organized into two fleets, consisting of a Northern Fleet and a Southern Fleet. The RGSC shall elect one Commodore, Vice Commodore, Treasurer, Secretary, and four Directors. The Commodore, Vice Commodore, Treasurer, and Secretary shall be elected from the membership at large. Two Directors shall be elected from the Southern Fleet, and two Directors shall be elected from the Northern Fleet. The RGSC will operate with one treasury.

Officer’s Duties

A.        The Commodore shall

1.   Preside at Club meetings

2.   Appoint all committees and their chairmen

3.   Serve as Chairman of the Board of Directors

4.   Is a member and presides on the Board of Directors.

5.   Only Votes in the event of a tie on the Board of Directors.

6.   Serves, together with the Treasurer, as Co-Trustee of RGSC funds.

B.        The Vice-Commodore shall

1.   Preside in the absence of the Commodore at Club meetings and Board of Director meetings, and at such times, exercises the Commodore’s tie breaking vote.

2.   Become Commodore in the event of a vacancy in that office.

3.   Perform such other duties as may be assigned by the Commodore.

4.   Be responsible for Club members’ adherence to Constitution and Bylaws.

C.        The Secretary shall

1.   Record and retain minutes of all official meetings.

2.   Record and retain minutes of all official meetings.

3.   Prepare all required reports and carry on official correspondence.

4.   Receive and handle Club nominations and mail-in ballots.

5.   Bring a copy of the Constitution and Bylaws, yearly event schedule, and a list of all committees and their members to each meeting.

D.        The Treasurer shall

1.   Serve as Co-Trustee along with the Commodore of the RGSC funds.

2.   Maintain a record of the financial status of the Club

3.   Deposit funds in banks or financial institutions approved by the Board of Directors.

4.   Supervise and receive reports from committee accounts as directed by resolutions adopted by the Board of Directors

5.   Disburse funds under direction of the Board of Directors.

6.   Prepare an annual financial report to be submitted the Board of Directors and upon approval be provided to the membership.

7.   In the absence of a membership committee, the treasurer or assistant treasurers will maintain a current membership roster, together with dues status, for use by the Board of Directors and the membership.

E.        The Past Commodore shall

1.   Be the previous year’s Commodore, or in the event that the previous Commodore is unavailable, the Past Commodore will be the last person to hold the Commodore’s office. Usually the last Past Commodore.

2.   Serve as an advisor in order to provide continuity in the management of the Club.

Committees

Each committee shall submit a budget at the beginning of the calendar year in anticipation of the committee’s yearly financial needs. It shall be considered for approval by the Board of Directors at the first Board of Directors meeting in the spring. Event organizers are responsible for keeping the RGSC Webmaster and Foghorn editor informed of event schedules and schedule changes in a timely manner.

A.        Racing:

1.   Racing shall be governed by the RGSC Sailing Instructions and the USSA Rules and Guidelines. Where conflicts occur, the RGSC Sailing Instructions will take precedence.

2.   The Race Committee

a.   Race Committee will include three to five members.

b.   Submit a yearly calendar of racing events and notify all members in the first Foghorn of the calendar year.

c.   Send in a year-end report to the appropriate sailing handicap system for national and regional handicap adjustment.

d.   Provide the Board of Directors with a budget of anticipated yearly needs at the first Board of Directors meeting of the calendar year.

B .       Newsletter:

Six RGSC Foghorn publications per year will be sent to members announcing upcoming events.

C.        Membership:

1.   New members will be provided a Welcome Package, including the latest Foghorn, and membership roster, upon receipt of dues.

2.   A current membership roster will be provided each member annually.

D.        Other:

Committees will be organized as deemed necessary by the Board of Directors.

ARTICLE IV

Membership

Membership shall be open to all who are interested in sailing. All members shall pay Club dues as determined by the Board of Directors. Membership dues shall be payable by March 1 of the year of membership.  Dues will not b e refundable. A US Sailing Associated-recognized, Rio Grande Sailing Club membership card shall be issued to each member upon receipt of dues.

There shall be three types of membership, which are

1. Single:  This is for the single individual who qualifies for membership by owning a yacht (as defined by the USSA). This individual shall have the right to vote at any club meeting or election, and have the right to hold any Club office if duly elected.

2. Dual:  This membership is for the owner and designated, regular crew of a yacht. This designation is made at the time the membership dues are paid, and is not transferable. The owner and designated crew member shall each exercise the right to one vote. The owner and designated crewmember shall each have the right to hold any Club office if duly elected.

3. Associate:  This membership shall be used to allow non-yacht owners to participate in Club activities and receive Club publications. Associate members shall not have the right to vote, or hold an office within the RGSC.

Loss of Membership

Membership in the Club shall be terminated for one or more of the following reasons:

A.                Nonpayment of Dues.

B.        The Board of Directors may suspend or revoke membership for causes such as “tending to injure the good name of the RGSC, disturb its well being, or hamper it in its work”.

ARTICLE V

Meetings

The Commodore shall determine, within the limits established by the Constitution and Bylaws, the exact time and location of all meetings of the Board of Directors and General Club meetings.  Special Club meetings may be called by ten or more voting members of the Club or three members of the Board of Directors. At least ten days advance written notice shall be given to all voting members prior to any General or Special Club meeting and at least five days notice shall be provided members of the Board of Directors for any Board meeting. At Special meetings, only business announced in the meeting notice may be considered.

General Club Meetings

There will be four Annual, General Club meetings to be held in the Elephant Butte Lake area:

Meeting #1.  1^st race of the spring:  Spring Kickoff Party

Meeting #2.  Last race of the spring:  Anniversary Cup

Meeting #3.  1^st Race of the fall:  Fall Kickoff Party

Meeting #4.  Last race of the fall:  Commodore’s Cup

ARTICLE VI

Board of Directors

The governing body of the RGSC shall be the Board of Directors, consisting of four Directors, and the Commodore. All Directors must be members in good standing of the RGSC. The Commodore shall preside over Board of Directors meetings, but shall only vote in the event of a tie vote by the Directors.

Duties of the Board of Directors

The Board of Directors shall

A.        Determine the direction of the RGSC within the bounds of the RGSC Constitution and Bylaws, and compile organizational instructions.

B.        Address concerns from each member organization that are brought to the attention of the Board of Directors for review and/or action. The Board of Direction has the authority to vote on, and to implement solutions to such matters.

C.        The Board of Directors is responsible for ensuring that funds are allocated for payment of insurance coverage, USSA dues, and SAIL dues.

D.        Approve the annual budget at the first Board of Directors meeting of the year.

E.         Obtain approval by a two thirds (66%) majority of mail-in ballots on club purchases that require continuing expenditure of Club funds. Examples include, but are not limited to: purchase of a Club boat, Club house, or other item requiring continual outlay of Club funds over an extended time period.

F.         In the event that the elected office of Vice Commodore, Secretary, or Treasurer becomes vacant, the Board of Directors shall appoint a member in good standing to fill that office for the remainder of the term.

Election of the Board of Directors

The Commodore shall be elected at large, and serve a one year term. Two Directors shall be elected from the Southern Fleet and two Directors shall be elected from the Northern Fleet. Elections of Directors will be included on the annual ballot along with the Officers. The Directors will each serve a two-year term and may not serve more than two terms consecutively. Two Directors shall be elected in even years, and two in odd years. Returned ballots will not be accepted later than 40 days after the ballots were initially mailed.

Initial Election of Directors

Upon the initial election of Directors, two Directors will be elected for only a one-year term. This term will not be considered relative to the limit of two consecutive terms if the person then is elected for a full two-year term.  Subsequent elections for these positions will follow the two-term limit and two consecutive terms limit as stated above.

Board of Director Meetings

Four Board of Director Meetings will be held annually; the Sunday afternoon following the first race of the Spring Series, Anniversary Cup, the first race of the Fall Series, and the Commodore’s Cup. Unless otherwise restricted, members of the Board of Directors may participate in a special meeting by means of a conference telephone or similar communications device by that means all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute “presence” at a meeting.

ARTICLE VII

Officers

The function of the Officers is to conduct the day to day business of the RGSC.  With the exception of the Commodore, Officers do not have voting rights on the Board of Directors.  Officers shall be the Commodore, Vice Commodore, Treasurer, Secretary, and Past Commodore.

Election of Officers

Officers, exclusive of the Directors, shall be elected annually by a simple majority of votes cast by the voting membership. The term of office shall be one year or until their successors are selected. The term of office shall begin on January 1, following the election, if not otherwise specified in these By-laws. Nominations for officers must be received by September 20^th. Ballots must be mailed by October 15^th and the returned ballot must be postmarked no later than November 1^st. Voting shall be by ballot delivered to each eligible voting member by mail. Returned ballots will not be accepted later than 40 days after the ballots were initially mailed.

ARTICLE VIII

Budget

The Board of Directors shall make every effort to maintain a balanced annual budget. Any action, which could reasonably be expected to cause expenditures to exceed receipts for the year, must be specifically approved by the membership by a simple majority vote.

Directors may refuse total or partial reimbursement to anyone who has spent personal funds in the name of the Club without prior approval of the Board of Directors. If the Board of Directors approves reimbursement, it shall be for the exact amount of the expenditure.

Officers and Committee chairs will be given a working budget as approved by the Board of Directors in order to conduct routine business. Officers and Chairs will reconcile and report their account continuously. This money will be placed in a separate checking account. Funds connected above the allotted budget will be forwarded to the Club Treasurer.

Contracts, Checks, Deposits, and Gifts

A.        Contracts.

The Board of Directors may authorize any officer or agent of the RGSC, in addition to the officers authorized by these Bylaws, to enter into contracts or execute and deliver instruments in the name of and on behalf of the RGSC.

B.        Checks, Drafts, or Orders.

All checks, drafts, orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Club, shall be signed by the RGSC Treasurer, and counter-signed by the Commodore, or in the absence of the Commodore, by the Vice Commodore.

C.        Deposits.

The Board of Directors shall annually review and approve the depositories of Club funds. Subject to audit, the financial reports and documents provided by these institutions, in which funds are kept shall be deemed adequate basis for record keeping and reporting.

D.        Gifts.

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for any authorized purpose of the Club.

ARTICLE IX

Quorum

A quorum is required for the legal transaction of business by the Club’s Board of Directors. A quorum shall consist of no less than the four Directors or alternates. Once a Quorum is established, it shall continue until adjournment, notwithstanding the voluntary withdrawal of enough Directors to leave less than a quorum.

ARTICLE X

Amendments or Modifications to the Constitution and Bylaws

A.        Amendments

An amendment may be proposed by any member to the Board of Directors. The Board of Directors is obligated to review the proposed amendment. If the Board of Directors approves the proposed amendment it will then be submitted to the membership for vote by mail-in ballot. An affirmative vote by no less than two-thirds (66%) of the returned ballots shall constitute acceptance and passage of the Amendment(s). Returned ballots will not be accepted later than 40 days after the ballots were initially mailed.

B.        Modifications to the Constitution and Bylaws

Changes to the Constitution and Bylaws shall be voted upon by the current membership, using mail-in ballots.  Passage of modifications or changes to the Constitution and/or Bylaws, shall require an affirmative vote by no less than two-thirds (66%) of the returned ballots. If passed, the modifications, or changes will replace all previous constitutions, and Bylaws of the RGSC. If modified or changed, the resulting new, modified, or changed Constitution and Bylaws will go into effect immediately upon passage. Returned ballots will not be accepted later than 40 days after the ballots were initially mailed

Parliamentary Authority

In matters not covered by the Constitution and Bylaws, Robert’s Rules of Order shall serve as the parliamentary authority.

Article XI

Indemnification

As provided by Section 58-8-20, N.M.S.A., to the extent indemnification is not otherwise provided, the RGSC hereby indemnifies each Director or Officer or former Director or Officer of the Corporation against reasonable expenses, costs and attorney’s fees actually and reasonably incurred by his or her connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been a Director or Officer of the Corporation. The indemnification includes any amounts paid to satisfy a judgment or to compromise or settle a claim. The Director or Officer shall not be indemnified if he or she shall be adjudged to be liable on the basis that he or she has breached or failed to perform the duties of his or her office and the breach or failure to perform constitutes willful misconduct or recklessness. Advance indemnification may be allowed of a Director or Officer for reasonable expenses to be incurred in connection with the defense of the action, suit, or proceeding, provided that the Director or Officer must reimburse the Corporation if it is subsequently determined that the Director or Officer was not entitled to indemnification.

Article XII

Emblem

The RGSC’s burgee, shown in the sketch below, consists of two divisions. The upper triangle is a red Zia sun symbol on a yellow field and the other triangle has a white five point star on a Curtis blue field to represent New Mexico and the Texas, El Paso region:

Article XIII

  

Dissolution