Constitution and Bylaws
Article I – Name and Location
Section 1. The name of this corporation is ”Sloop Tavern Yacht Club, Inc.”, hereinafter referred to as the “Club”. The Club location address is 2830 NW Market St., Seattle, WA 98107; the mailing address is 2442 NW Market Street, #94, Seattle, WA 98107.
Article II – Purpose
Section 1. The purpose of the Club shall be to provide a forum in which members can participate in sailing, cruising, and racing events in a safe, responsible and friendly atmosphere.
Article III – Membership
Section 1. New membership shall require an initiation fee. Membership and initiation fees will be assessed annually by the Executive Board, the amount to be determined no later than November 30th prior to the applicable year. Membership fees may be prorated as determined by the Board.
Section 2. All members will receive access to these Bylaws and the current General Sailing Instructions. All Voting members will receive access to a Membership Card. New Voting members will also receive a Club Burgee.
Section 3. Full term membership is one year beginning January 1st and ending December 31st. A grace period shall be allowed for renewals extending to January 31st. Between February 1st and the last day of February a late fee will be charged, after which all membership applications shall require an initiation fee.
(a) Voting Membership is open to those persons not less than 21 years of age who have equal ownership in a qualifying boat and to Associate Members in good standing for the previous full membership year or the preceding twelve (12) calendar months (whichever comes first).
(b) A qualifying boat must meet the current requirements to receive a Pacific Handicap Racing Fleet of the Northwest (PHRF-NW) rating. Associate Membership is open to those persons not less than 21 years of age. An Associate Member will have no voting privileges, will not be permitted to hold office, and must pay the non-member fee for entering Club racing events.
(c) An Associate Member in good standing who is eligible for Voting Membership in accordance with Section 3 (a) may become a Voting Member upon payment of the difference between the Associate Membership and Voting Membership annual dues for the current membership year.
Section 4. Any person having once held a Voting Membership shall in the future retain the right to that class of membership, so long as membership is continuous.
Section 5. Membership rosters will be made available to all members. These rosters are for personal use only. They are not to be used for solicitation purposes or personal gain.
Section 6. A member assumes all responsibility for their own actions and agrees to waive all claims which they or any heir, representative, successor, or assignee may have against the Club and its respective officers, Board Members, committees, or agents arising out of or in any way connected with participation in Club events.
Section 7. The Executive Board shall have the right by majority vote to remove any member whose actions are determined to be detrimental to the Club.
Article IV – Executive Officers and Responsibilities
Section 1. The Club shall have four (4) elected executive officers: Commodore, Vice Commodore, Secretary and Treasurer. Elected executive officers serve a term of one (1) year, and must be Club members in good standing.
Section 2. With the exception of Secretary and Treasurer, no person may hold the same executive officer position for more than two (2) consecutive elected terms of office.
Section 3. Officers may hold more than one office provided that there is a minimum of three elected officers of the club. No one may hold the office of Commodore and Treasurer at the same time. If a single person occupies two (or more) voting Board positions, that person may only vote once, and only count once for quorum requirements.
Section 4. Duties of the Commodore:
(a) Presides at all meetings of the Club and Executive Board.
(b) Serves as the official representative of the Club.
(c) Arranges for a review of the Club books and proposed operating budget during the month of January.
(d) Enforces the Bylaws of the Club.
Section 5. Duties of the Vice Commodore:
(a) Assists the Commodore in the discharge of their duties.
(b) Officiates at meetings in the event of the Commodore’s absence.
Section 6. Duties of the Secretary:
(a) Prepares minutes of all Club meetings.
(b) Maintains and makes available to members meeting minutes and other Club documentation.
(c) Collects and sorts Club mail.
(d) Maintains a list of all known Club accounts, subscriptions, contracts, property, and other recurring arrangements, along with assigned points of contact for each.
(e) Oversees maintenance of any other Club official documentation.
Section 7. Duties of the Treasurer:
(a) Prepares annual budget for Executive Board approval.
(b) Furnishes the Executive Board with a financial report at each meeting.
(c) Collects for deposit and disburses Club money in payment of Club obligations using an interest-bearing checking account and exercises responsible money management in maintaining the account.
(d) Provides the Executive Board with a complete set of books during the month of January.
(e) Ensures all tax reports required by government authorities are submitted by the Club.
(f) Submits signature card to the bank with appropriate signatures showing the Treasurer as primary signer and other Executive Officers as alternates, as deemed necessary by the board.
(g) Obtains renewal of Club registration with the Secretary of State.
Section 8. The duties and responsibilities of Executive Officers shall include but not be limited to the above.
Article V – At Large Board Members
Section 1. There will be four elected At Large Board Member positions, which will serve as ambassadors between the Board and Club membership. These positions shall be named 1, 2, 3, and 4 and shall serve two (2) year terms of office. Positions 1 and 3 shall be elected to take office in odd years and Positions 2 and 4 to take office in even years. These positions shall be limited to serving two (2) consecutive terms.
Article VI – Executive Board and Responsibilities
Section 1. The Executive Board, hereinafter referred to as the “Board,” shall consist of the following members: four elected Executive Officers, four elected At Large Board Members, and the immediate past Commodore.
Section 2. Board meetings will be governed by Robert’s Rules of Order and will require at least fifty percent (50%) of Board members present to constitute a quorum for motions to be passed; excluding the immediate past Commodore.
(a) Only sitting board members may make motions, second motions, vote on motions, or move that open motions be tabled.
Section 3. Board Responsibilities:
(a) Adopts and administers financial plan each year including:
(i) Pricing policy for social and race events.
(ii) Policy and plans for fundraising events.
(iii) Membership, initiation, and late fees.
(iv) Annual operating budget.
(b) Identifies and resolves other Club policy and program issues as required.
(c) Board decisions will be final unless challenged and changed by a majority of voting membership at a General Membership meeting.
Section 4. The Board will assure that General Membership Meetings are held no less than twice a year. Members will be notified by mail or email of the time, date and location of the meetings. Robert’s Rules of Order shall govern the meetings. At least fifty percent (50%) of elected board members and ten percent (10%) of the general membership constitute a quorum.
Section 5. Failure by any Board member to attend four (4) board meetings in one calendar year may constitute a vacancy of the position.
Section 6. Vacancies on the Board, excluding immediate past Commodore, may be filled at any meeting of the Board by appointing any eligible Club member in good standing, who shall serve until their successor’s term begins. In such cases, the new executive officer or board member shall begin their term at a time mutually agreed to by the Board and the appointee. Members who agree to serve on the Board shall agree to make reasonable efforts to serve until a replacement can begin their term.
Article VII – Appointed Positions, Committees and Responsibilities
Section 1. The Board may designate qualified Club members to appointed positions as needed. Appointed positions serve at the will of the Board. General responsibilities of these positions may be changed by the Board and appointed positions may be established or removed as required to manage the activities of the Club.
Article VIII – Elections
Section 1. Voting members are entitled to one (1) vote.
Section 2. Only official ballots provided or arranged by the Elections Committee may be used to vote. It is the responsibility of the Elections Committee to assure that only eligible members vote.
Section 3. Normal Club elections for Board positions will take place during the month of December.
Section 4. Voting members shall be provided at least two weeks advanced notice of elections.
Section 5. Elections will be officially closed before tallying results.
Section 6. The Elections Committee shall ensure:
(a) Those responsible for counting and tallying votes cannot be candidates for office, and that votes are counted by at least three Club members.
(b) Votes for Board Members and proposed bylaws changes shall be conducted by secret ballot.
(c) Voting by proxy shall not be permitted.
Article IX – Club Races
Reserved.
Article X – Fundraising Events
Section 1. Fundraising events will comply with existing local, state and federal laws.
Article XI – Salaries and Compensation
Section 1. The Club is a volunteer organization. As such, all work performed by Club members including any materials or computer software applications developed in support of Club activities becomes the sole property of the Club, unless otherwise approved in writing by a disinterested majority of the Board.
Section 2. No salaries will be paid to any Board Member.
Section 3. No compensation shall be paid to any Club member (including Board Members), or any Club member’s family or member of their household, for services rendered, provided however that this shall not preclude contracts for provision of goods or services on an arms-length basis if such contracts are in writing and approved by a disinterested majority of the Board.
Article XII – Amendments
Section 1. These Bylaws may be amended by a two-thirds (2/3rds) vote of a quorum, as set forth in Article VI, Section 4 herein, at the next General Membership Meeting of the Club after the members have been notified in writing or email of the proposed changes.
Section 2. These Bylaws supersede and nullify all previous Bylaws and amendments thereto.
Article XIII – Discontinuance
Section 1. In the event the Club should disband, after expense obligations are liquidated, the Treasurer will distribute all funds in the treasury to charities or other non-profit organization(s) with the approval of Club members. No member of the Club will benefit.
The entire Bylaws, above, which include substantial amendments to the previous version, was presented to the general membership on November 10, 2022. These bylaws were approved by vote of the general membership during the Fall Membership Party, December 17, 2022. These bylaws become effective on January 1, 2023.
A copy of the Articles of Incorporation is provided here.