Bylaws of the Eastport Yacht Club, Ltd.
ARTICLE VII. OFFICERS
The elected officers of the Club shall be the Commodore, Vice Commodore, Rear Commodore, Fleet Captain, Keeper of the Log and Treasurer, and shall be subject to the following general requirements and obligations:
- the term of these offices shall begin January 1 and be for one (1) year or until their successors are elected and assume office;
- no elected officer shall serve as the Chair of any committee during his elective term;
- each officer other than the Commodore shall serve as a liaison to one or more Standing Committees and shall report on committee activities to the Executive Board on a regular basis; and
- all elected officers shall be Voting Members.
The Commodore shall be the chief executive officer of the Club, and shall:
- exercise general management and direction of the business and operation of the Club;
- have all power ordinarily exercised by a president of a corporation except as limited herein;
- execute, in the name of the Club, all written contracts, bonds, covenants, mortgages, notes and obligations of the Club, upon authority of the Executive Board or Voting Membership; and
- perform such other duties as may be prescribed by these Bylaws.
The Commodore shall serve as the Chair of the Club’s Board of Directors and as the presiding officer at all meetings of the membership, the Executive Board and the Board of Directors. The Commodore shall supervise the Club Manager, shall serve as Executive Board liaison to the Long Range Planning Committee and shall be an ex-officio member of all Standing and Special Committees.
B. VICE COMMODORE
The Vice Commodore shall perform all the duties of the Commodore in the absence of the Commodore, and, when so acting, shall have the powers of the Commodore.
The Vice Commodore shall serve as Executive Board liaison to House, Building and Grounds, Cruise and Environment Committees and shall perform such other duties as shall be prescribed by the Commodore of the Executive Board.
C. REAR COMMODORE
The Rear Commodore shall perform all the duties of the Commodore in the absence of the Commodore and Vice Commodore, and, when so acting, shall have the powers of the Commodore.
The Rear Commodore shall serve as liaison between the Club and other clubs and sailing associations, shall serve as Executive Board liaison to the Junior Fleet, Lights Parade, Special Events Committees, and to the EYC Foundation and shall perform such other duties as shall be prescribed by the Commodore or the Executive Board.
D. FLEET CAPTAIN
The Fleet Captain shall assist the Commodore in the discharge of his duties.
The Fleet Captain shall have the custody of all perpetual Club trophies and shall serve as Executive Board liaison to the Marina, Race, Santa Maria Cup, and Bermuda Ocean Race Committees and shall perform such other duties as shall be prescribed by the Commodore or the Executive Board.
E. KEEPER OF THE LOG
The Keeper of the Log shall perform all duties of a secretary of a corporation and shall:
- serve as the Secretary of the Club’s Board of Directors;
- keep the minutes of the meetings of the membership and of the Executive Board, and post them as directed by the Board;
- ensure that all notices to members are duly given in accordance with the provisions of these Bylaws or as required by statute and that the Membership Roll and directory of the Club, including the list of yachts belonging to members of the Club, is kept current;
- maintain the corporate records, documents and seal of the Club in a safety deposit box;
- protect the Club’s intellectual property rights, including copyright and trademark rights, by the monitoring and filing of documents necessary to preserve such rights; and
- ensure that the corporate seal is affixed to all documents so requiring, the execution of which has been duly authorized, and when so affixed, shall attest to same.
The Keeper of the Log shall serve as Executive Board liaison to Membership, Communications, Information Technology and Family Committees and shall perform such other duties as shall be prescribed by the Commodore of the Executive Board.
The Treasurer shall act as the chief financial officer of the Club and shall:
- have overall responsibility for the proper administration of the accounting and financial activities of the Club, including risk management and collection of dues and fees;
- have charge of and be responsible for all funds, securities, receipts and disbursements of the Club and shall deposit or cause to be deposited in the name of the Club all moneys or other valuable effects in banks, trust companies, or other such depositories as shall from time to time be selected by the Executive Board; and
- collect and pay any sales, entertainment or other taxes that may be required.
At each Annual Membership Meeting and each Regular Executive Board Meeting, the Treasurer shall render unaudited financial statements indicating the financial position of the Club in accordance with generally accepted accounting principles. The financial statements distributed at the Annual Membership Meeting should include comparative information for the preceding fiscal year and comparisons to budget for all items of income and expense, and capital additions.
The Treasurer shall serve as a member of and Executive Board liaison to the Finance Committee and the Outfitter’s Committee, and shall perform such other duties as shall be prescribed by the Commodore or the Executive Board.
Any person holding an elective office may be removed from that office by a vote of two-thirds of the Voting Members present at a Special Membership Meeting called in accordance with Article X Section 2.
The office holder sought to be removed shall not preside at such a meeting; when necessary, the next officer in succession shall provide members with notice of the meeting and shall preside at the meeting.
If a vacancy occurs among the officers for any reason in the first three (3) months of the year, the vacancy shall be filled by election by the Voting Members at a Special Membership Meeting called in accordance with Article X Section 2.
Should a vacancy occur with fewer than nine (9) months remaining in an officer’s term, the Executive Board may appoint a Voting Member for the remainder of the term
The Commodore may appoint a Fleet Surgeon, a Fleet Chaplain, an Historian, a Measurer and/or Flag Lieutenants as he/she deems necessary. The duties of each shall be prescribed by the Commodore. Each shall serve until a successor is appointed, until removed by the Commodore or until the Commodore’s term expires.
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