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By-Laws of the Chicago Yachting Association
As Amended and
Approved February 2001
Article 1. Name
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The
association shall be known as the CHICAGO YACHTING ASSOCIATION (CYA),
a general, not-for-profit corporation. |
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Article 2. Purpose
| 2.01 |
The
purpose of the Association shall be to foster greater coordination
between the public and private sectors of the community and to provide
a forum for organizations involved in the marine environment of the
Greater Chicagoland Area. The forum will discuss issues, real or potential,
whether they be federal, state, county, local government, or internal,
which affect or may affect a part or all of the marine community of
the Greater Chicagoland Area. |
| 2.02 |
The
Association, through its officers, directors, and authorized committees,
may develop positions and plans relative to public or civic relations.
Each member organization of the Association shall retain its right
to take a position on any public or civic issue which may differ from,
or be contrary to, the position of the Association. |
| 2.03 |
The
Association shall not, as an organization, usurp the prerogatives
of any individual member organization, nor represent that it takes
a position on any issue as a representative of any of its member organizations. |
| 2.04 |
The
Association shall not act as an agent for any member organization,
nor have the power to bind and/or commit any member organization to
any obligation whatsoever. |
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Article 3. Corporate
Officers and Fiscal Year
| 3.01 |
The corporation shall continuously maintain a registered office and
a registered agent in the State of Illinois. |
| 3.02 |
The
corporation shall have a fiscal year which commences on June 1st and
which ends on May 31st. The corporation shall do its accounting on
an accrual basis |
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Article 4. Categories of
Membership
| 4.01 |
The
Chicago Yachting Association shall consist of three categories of
members and one category of affiliated organizations as follows: |
| 4.01.1 |
Recognized
Yacht Clubs are those yacht clubs whose anchorage or facilities
are located within the corporate limits of the City of Chicago. |
| 4.01.2 |
General
Interest Groups consist of those recognized yacht clubs whose
anchorage or facilities are not located within the corporate limits
of the City of Chicago and organizations whose main interests are
centered in maritime activities in the Greater Chicago Area. |
| 4.01.3 |
Limited
Interest Groups are organizations whose main interests are centered
in non-maritime activities who impact or can be impacted by maritime
interests in the Greater Chicago Area. |
| 4.01.4 |
Affiliated
Organizations are federal, state, and local government organizations
and units whose interests are centered on maritime activities or such
organizations and units whose main interests are not centered on maritime
activities, but who may impact or may be impacted by maritime interests
in the Greater Chicagoland Area. |
| 4.01.4.1 |
Affiliated
organizations shall pay such dues as will be set by the Board of Directors
provided, however, that in the event rules, regulations, statues,
or laws governing the expenditures of such organizations' resources
shall prohibit the payment of dues, then to the extent so prohibited
or limited, the dues assessed affiliated organizations shall abate. |
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Article 5. Obligations of
Members
| 5.01 |
The success of the Association shall depend upon all member organizations
making appropriate financial contributions in the form of dues and
assessments for the support of the Association and upon all member
organizations actively participating in the affairs of the Association.
The success of the Association shall further depend upon all member
organizations acting in accord with standards of conduct appropriate
to the marine community. |
| 5.02 |
All member organizations shall pay annual dues as may be established
from time-to-time by a 66% vote of the Board of Directors present
and eligible to vote, and who attend a meeting after notice of the
proposed dues structure has been sent to all member organizations
at least twenty-one (21) days prior to such meeting. Annual dues may
vary among the various categories of membership. |
| 5.03 |
The Board of Directors cannot increase annual dues for any one year
by more than ten (10%) percent over the preceding year unless such
increase is approved by 66% of the all Board Members eligible to vote
and who attend a meeting after notice of the proposed increase (and
the maximum amount of the proposed increase) has been sent to all
member organizations at least thirty (30) days prior to such meeting. |
| 5.04 |
The Association may, by 66% vote of its Board Members present at any
regular or special meeting, levy an assessment upon the member organizations
provided that notice of the proposed assessment (and the maximum amount
of the proposed assessment) was sent to the member organizations at
least (30) days prior to the meeting and that the proposed assessment
is stated in the Secretary's call for the meeting. |
| 5.05 |
A member organization of the CYA may be suspended from voting or have
its membership terminated by the Board if said member organization
fails to pay its duly-authorized costs and assessments or fails to
support the purposes of the Association. Not less than thirty (30)
days notice of a proposed sanction shall be given to the member organization,
and that sanction shall be approved by not less than 75% of Board
Members present. |
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Article 6. Organization
| 6.01 |
The Chicago Yachting Association shall consist of a Board of Directors,
Standing Committees, Specific Issues Committees, a Judge Advocate,
and member organizations. |
| 6.02 |
The Board of Directors of the Association shall consist of: |
| 6.02.1 |
Two (2) representatives from each member yacht club located within
the corporate limits of the City of Chicago. One of these representatives
shall be the current commodore of his/her yacht club or the commodore's
accredited delegate who must be a current member of the Board of Directors
of said yacht club. The second representative shall be the yacht club's
most immediate Past Commodore willing to serve or his/her accredited
delegate who must be a current member of the Board of Directors of
said yacht club. The accreditation of a delegate must be submitted
in writing to the Secretary of the Association. |
| 6.02.0 |
One (1) representative from each General Interest Group recognized
by the Association provided that the total number of their representatives
to the Board of Directors shall not exceed twenty-one (21). |
| 6.02.3 |
The Officers of the Association. |
| 6.02.4 |
The two (2) immediate Past Commodores of the Association. |
| 6.03 |
The Officers of the Association shall consist of a Commodore, Vice
Commodore, Rear Commodore, Secretary and a Treasurer. Officers of
the Association shall be Past Commodores of member yacht clubs located
within the corporate limits of the City of Chicago and who are in
good standing of a member club. |
| 6.04 |
To be considered for membership in a General Interest Group, a General
Interest Group Member of the Association shall consist of an organization
recognized by the CYA whose main interest is centered on maritime
activities. |
| 6.05 |
To be considered for membership, a Limited Interest Member of the
Association shall consist of an organization recognized by the CYA
whose main interest is centered on non-maritime activities. |
| 6.06 |
The Standing Committees of the Association shall be: |
| 6.06.1
6.06.2
6.06.3
6.06.4
6.06.5
6.06.6
6.06.7
6.06.8
6.06.9
6.06.10
6.06.11
6.06.12 |
Civic
Committee.
Economic Impact Committee.
Yachting in Chicago Magazine Committee.
Venetian Night Committee.
Power Fleet.
Sail Fleet.
Interclub Frost-Bite Regatta.
"Yachtsperson of the Year" Committee.
CYA Ball Committee
Awards Committee.
Membership and Membership Expansion Committee.
Finance Committee. |
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Article 7. Quorum
| 7.01 |
At
any meeting, a majority of the Board of Directors, which must include
a majority of representatives from the yacht clubs whose anchorage
or facilities are located within the corporate limits of the City
of Chicago, shall constitute a quorum. |
| 7.02 |
A
quorum is presumed unless challenged. |
| 7.03 |
A
quorum challenge shall be made at the start of the meeting prior to
the transaction of any business. |
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Article 8. Voting
| 8.01 |
The
following motions shall require a 66% affirmative vote at a scheduled
Board meeting of all Board Members present, which must include a majority
of the representatives from the yacht clubs whose anchorage or facilities
are located within the corporate limits of the City of Chicago. |
8.01.1
8.01.2
8.01.3
8.01.4 |
A
change in the number or nature of General Interest Groups.
A change in the voting requirements.
A change in the standing committees.
The taking of a public position by the Association. |
| 8.02 |
Unless
otherwise stated by the By-Laws, all other motions shall be decided
by a majority vote of the Board of Directors, which must include a
majority of the representatives from the yacht clubs whose anchorage
or facilities are located within the corporate limits of the City
of Chicago, at a regularly-scheduled Board meeting. |
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Article 9. Notices
| 9.01
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Unless
specified otherwise in these articles, written notice stating the
date, time, and place of any meeting of the Association shall be mailed
by the Secretary of the CYA to each Board Member entitled to vote
at such meeting no less than the advance number of days as stated
in the following schedule: |
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Regular
business meetings:
Special Meetings:
Meetings to Amend the By-Laws:
Meetings to Amend Dues or Special Assessments: |
10
Days
5 Days
30 Days
30 Days |
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For
the purpose of giving notice, facsimile transmissions, notifications
by e-mail, or positive two-way telephone conversations may be used
and shall be considered as having met the requirements of this article.
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Article 10. Duties of the Board of
Directors
| 10.01 |
Authority
of the Board. The Board shall oversee and have final authority
in any matters brought to its attention, except as otherwise provided
in these By-Laws. |
| 10.02 |
Responsibilities
of the Board. The Board shall control and manage the Association,
act on all applications for membership in the Association, and elect
officers of the Association. Decisions shall be by a majority vote,
except as otherwise provided in these By-Laws. |
| 10.03 |
Meetings.
Meetings of the Association shall generally be held once a month.
The Commodore, or any two Board Members, may call for the Board to
meet in executive session during Association meetings. Meetings of
the Board may be called by the Commodore of the Association or by
two member clubs whose anchorage or facilities are located within
the corporate limits of the City of Chicago upon notice given as set
forth in Article 9 of these By-Laws. |
| 10.04 |
Accounting.
It shall be the duty of the Board to have the financial records of
the Association reviewed once a year. Records to be reviewed shall
include a yearly Journal of Cash Receipts and Disbursements, a Profit
and Loss Statement, and a Balance Sheet. |
| 10.05 |
General
Powers. All unusual and unanticipated questions not covered by
these By-Laws shall be decided by the Board. |
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Article 11. Duties of Officers
| 11.01
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Commodore.
The Commodore of the Association is the Chief Executive Officer
of the Association. He shall be responsible to the Board for the
active and productive functioning of all committees, and to ensure
that all committees are in compliance with the Association's By-Laws
and other guidelines set down for the welfare of the Association
and its members. The Commodore shall preside at all regular and
special Board meetings, and shall be an ex-officio member of all
committees, except the Nominating and Audit Committees.
The Commodore
shall appoint, with the advice and consent of the Board of Directors,
the Judge Advocate and the Chairpersons of all standing committees.
The Commodore may appoint, with the advice and consent of the Secretary,
an Assistant Secretary. The Commodore may appoint, with the advice
and consent of the Treasurer, an Assistant Treasurer.
The Commodore
shall sign all written contracts and obligations of the Association,
and the Secretary shall attest to the Commodore's actions. At the
meeting following the CYA Ball, the Commodore shall prepare a summary
of the events and progress during his term, which shall become part
of the permanent minutes of the Association. |
| 11.02
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Vice
Commodore. The Vice Commodore of the Association shall serve in
the absence of the Commodore and assist him in his duties. The Vice
Commodore shall be an ex-officio member of the CYA Ball Committee
and the Economic Impact Committee. |
| 11.03 |
Rear
Commodore. The Rear Commodore shall serve in the absence of the
Vice Commodore and Commodore and assist them in their duties. The
Rear Commodore shall be an ex-officio member of the Civic Committee
and the Venetian Night Committee. |
| 11.04
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Secretary.
The Secretary of the Association shall conduct correspondence of
the Association, send out notices of meetings and other notices
required by the By-laws, prepare minutes of Association and Board
meetings, and maintain permanent Association minutes. The Secretary
shall have custody of the official seal of the Association and shall
be responsible for affixing it to official documents as required,
and shall attest all written contracts and obligations of the Association.
The Secretary shall be responsible for completing the Annual Report
to the Secretary of State of Illinois.
The Secretary
shall maintain a directory of the Association's Board of Directors,
its member clubs, member organizations and their respective representatives.
The Secretary
shall be an ex-officio member of the Membership & Membership
Expansion Committee. |
| 11.05
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Treasurer.
The Treasurer of the Association shall receive all revenues of the
Association and issue receipts therefore, pay all bills of the Association
which have been properly authorized by the Board, provide a financial
report at meetings, and prepare an annual financial statement. The
Treasurer shall keep a full and accurate account of all receipts
and disbursements in a permanent form or book furnished by the Association.
Upon request of the Board or any Director, the Treasurer shall open
the books of the Association for inspection by the Board of Directors
and exhibit proper vouchers for all disbursements. Not more than
ninety (90) days after the end of the fiscal year, the Treasurer's
books shall be certified and a full financial report, including
a balance sheet and income and expense statement shall be prepared
for all members of the Board. A copy of the financial report shall
be filed with the Secretary as part of the permanent records of
the Association.
The Treasurer
shall be an ex-officio member of the Finance Committee and the Yachting
in Chicago Magazine Committee. |
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Article 12. Duties of the
Committees
| 12.01
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The
Judge Advocate shall act as counsel to the Directors and Officers
of the Association for Association matters that may be referred to
him. The Judge Advocate shall be an attorney licensed in the State
of Illinois. |
| 12.02
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The
Board of Directors shall establish such committees as are required
to carry out specific functions of the Association. Among those committees
may be the following: |
| 12.02.1
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Specific
Issues Committees shall be formed whenever an issue has been approved
for investigation by the Board. This committee shall research the
issues, formulate a course of action, and present its recommendations
to the Board of Directors for approval. If approved, this committee
will carry out its recommendation, report its conclusion to the Board,
and disband. The members of the committee shall be appointed by the
Board of Directors. One representative of the member organization
initiating the issue shall be an ex-officio member of this committee.
The committee shall appoint its own chairperson. |
| 12.02.2
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The
chairman of the CYA Annual Ball and Awards Dinner shall report
to the Board on a proposed site and date of the next CYA Ball by the
January meeting preceding the Ball. He shall report to the Board on
a regular basis as plans for the Ball progress and shall make such
reports on financial and other matters as the Board directs. A final
report, including a financial statement, shall be made as soon as
practicable after the CYA Ball. |
| 12.02.3
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The
committee chairman for Yachting in Chicago Magazine
shall recommend to the Board a means of publishing the magazine on
a timely basis for distribution at the CYA Ball. He shall report to
the Board on a regular basis as plans for the magazine progress and
shall make such reports on financial and other matters, including
a proposed budget, as the Board directs. He shall make a final report,
including a financial statement, as soon as practicable after the
CYA Ball. |
| 12.02.4
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Each
member yacht club of the Association which has a sail fleet shall
be entitled to have a representative on the committee for Boat
of the Year - Sail. The chairman will call such meetings as are
necessary to establish Boat of the Year competition, and as necessary,
to coordinate with the organization planning sail racing for the Chicago
area. In the event a participating member club is dissatisfied with
the competition as established by the committee, the matter will be
resolved by a majority vote of the Board. The chairman will arrange
to have results of the competition tabulated at the end of the racing
season and to have appropriate trophies awarded by the CYA Ball. The
chairman will also make a final report, including a financial statement
as soon as practicable after the CYA Ball. |
| 12.02.5
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Each
member yacht club of the Association which has a power fleet shall
be entitled to have a representative on the committee for Boat
of the Year - Power. The chairman will call such meetings as are
necessary to establish Boat of the Year competition, and as necessary,
to coordinate with plans of member clubs and other yacht clubs in
the Chicago area. In the event a participating member club is dissatisfied
with the competition as established by the committee, the matter will
be resolved by a majority vote of the Board. The chairman will arrange
to have results of the competition tabulated at the end of the racing
season and to have appropriate trophies awarded at the CYA Ball. The
chairman will make a final report, including a financial statement
as soon as practicable after the CYA Ball. |
| 12.02.6
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The
Awards Committee shall be responsible for the selection, purchase,
and presentation of trophies or awards to be presented at the CYA
Ball. The chairman shall report to the Board on a regular basis and
shall make such reports on financial and other matters as the Board
directs. The final report, including a financial statement, shall
be made as soon as practicable after the CYA Ball. |
| 12.03
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A
copy of all reports, including financial statements, made by committees
shall be filed with the Secretary and maintained in the Association
minutes until such time as the Board decides they are no longer required
and directs their disposal. |
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Article 13. Elections
| 13.01 |
Nominating
Committee. At the July meeting, the Commodore shall recommend
to the Board five persons, who have agreed to serve as the Nominating
Committee. The persons recommended shall be either current Directors
or Past Commodores of the Association. If the Board approves the recommendation
by a majority vote, the recommendation of the Commodore shall constitute
the Nominating Committee. The Commodore shall select one of the persons
as chairman. The Secretary shall furnish a copy of the Association's
mailing list to the Chairman of the Nominating Committee. |
| 13.02
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Report
of the Nominating Committee. The entire committee shall convene
as early as possible after its selection. No member of the committee
shall be eligible to be nominated for an office. The Chairman of the
Committee shall present a slate of officers nominated by the committee
to the Secretary who shall mail a copy of the slate to all members
of the Board no later than two weeks before the September meeting. |
| 13.03 |
Other
Nominations. At the September meeting, any member of the Board
may present to the Secretary, in writing, other nominations for any
position or positions open for election, provided (1) the nominee
meets the qualifications set forth in Section 6.03 and has agreed
to serve, and (2) the nomination is seconded in writing by two other
members of the Board. |
| 13.04 |
Contested
Elections. In the event more than one nomination is made for any
position, the Secretary shall mail a copy of the slate of the Nominating
Committee and the nominations of other candidates to all members of
the Board no later than two weeks before the October meeting. At the
October meeting, the Board shall vote on all contested positions.
The candidates receiving a majority of votes cast for each position
shall be declared the winners. If three or more candidates are nominated
for a position, and none gets a majority of votes on the first ballot,
the two candidates receiving the most votes shall be considered as
the nominees, and the one nominee receiving a majority of votes cast
in a second ballot shall be declared the winner. The Secretary shall
certify the winners of each office for the minutes. |
13.05
13.05.1 |
Method
of Voting.
Votes for a contested position shall be by secret written ballot.
Votes may be cast in person or by written ballot delivered to the
Secretary prior to the October meeting. An eligible voter who has
sent in a written ballot may retrieve it and vote in person if he
attends the October meeting. |
| 13.05.2 |
In
the event that the slate presented by the Nominating Committee is
uncontested, the Secretary is authorized to and shall cast all members'
votes for the slated nominees. |
| 13.06 |
Nomination
to Fill a Vacancy. In the event a vacancy occurs in the Office
of Vice Commodore, Rear Commodore, Secretary, or Treasurer, the Commodore
shall nominate a replacement to serve the remainder of the term. The
Secretary shall mail a notice of the vacancy and the Commodore's nomination
to the Board no later than two weeks before a meeting at which the
vacancy may be filled. If the nomination is approved by a majority
of the Board voting at the next meeting following the notification,
the nominee shall be deemed elected to the position. If the nominee
is not accepted by a majority of the Board, the Commodore shall make
another nomination to fill the position, which shall be voted on at
the next meeting without further formal notice. |
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Article 14. Financial
Limitations
| 14.01
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No
expenditure of Association funds may be made by any Officer, Director,
or Member of the Board unless the expenditure has been duly authorized
by the Board of Directors, or the expenditure is included in an annual
budget of the Association which has been approved by the Board of
Directors. |
| 14.02
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No
financial obligation of the Association shall be considered to be
an obligation of any individual member organization. |
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Article 15. Employees and Independent
Contractors
| 15.01
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The
Board of Directors shall have the right to approve the employment
and the termination of employment of all employees of the Association. |
| 15.02
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The
Board of Directors shall have the right to hire independent contractors. |
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Article 16. Ammendments
| 16.01
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Amendments.
These By-Laws, or any Section thereof, may be amended in any manner
to such extent as is consistent with the provisions of these By-Laws. |
| 16.02
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Amendment
Procedures. Proposed amendments must be submitted to the Commodore
and Secretary in writing, endorsed by nine members of the Board. The
Secretary shall mail a copy of the proposed Amendment to all Association
members and to such other persons who are on the current mailing list,
and a notice of the time and place at which a vote on the proposed
amendment will be taken. The notice shall be mailed not less than
thirty (30) days prior to the date of the vote. |
| 16.03
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Voting
on Amendments. A vote of 66% of the full Board, quorum requirements
notwithstanding, shall be required to pass the amendment. Voting shall
be by secret written ballot. Board members not present may vote by
a written ballot delivered to the Secretary prior to the vote. |
| 16.04
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Limitation
on Amendments. A proposed amendment which has been rejected shall
not be proposed again for a period of one year. |
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Article 17. Suspension of
By-laws
| 17.01 |
These
By-Laws may not be suspended at any time. |
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