BYLAWS OF THE SANDY BAY YACHT CLUB
SAILING PROGRAM AND SCHOLARSHIP FUND, Inc.
ARTICLE I - NAME
The name of this organization shall be the Sandy Bay Yacht Club Sailing
Program and Scholarship Fund.
ARTICLE II - PURPOSE
The object of this organization shall be to provide public sail
training, to raise funds, and to award scholarships to qualified persons,
to administer the program, and to qualify it as an exempt organization
under the Internal Revenue Service Code Section 501(c)(3). Notwithstanding
any other provisions of these articles, the organization is established
exclusively for one or more of the purposes as specified in Section
501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any
activities not permitted to be carried on by an organization exempt from
Federal Income tax under IRC Section 501(c)(3) or corresponding provisions
of any subsequent Federal tax laws.
ARTICLE III - MEMBERSHIP
Membership in this organization shall be members of the Sandy Bay Yacht
Club, Inc., the supporting organization of the Sandy Bay Yacht Club
Sailing Program and Scholarship Fund.
ARTICLE IV - FISCAL YEAR
The fiscal year of the organization shall, unless otherwise decided by
the Directors, begin on the first day of January in each year.
ARTICLE V - MEETINGS
1. The annual meeting of this organization shall be held each
year on the Saturday preceding Labor Day at such time and place as shall
be fixed by the Board of Directors.
2. Notice of this meeting shall be given at least seven days
before the time appointed for said meeting.
3. Special meetings may be called by the Secretary at the
direction of the President, or upon written petition of two members of the
Board of Directors, or three voting members.
4. Fifteen voting members shall constitute a quorum at any Fund
meeting. A lesser number may adjourn the meeting. A majority vote shall
decide any question, unless the bylaws specify differently.
ARTICLE VI - BOARD OF DIRECTORS
1. There shall be a Board of Directors, identical to the Board
of Governors of the Sandy Bay Yacht Club, Inc., composed of nine members,
to serve a one year term and until their successors have qualified. At any
meeting a simple majority shall constitute a quorum.
2. Any Voting Member of the Sandy Bay Yacht Club shall be
eligible for election to the Board of Directors.
3. The Board of Directors shall have charge of the assets of the
Program and control fund raising activities and awarding of scholarships.
They shall make decisions regarding investment of funds, and the
management of the sailing program.
4. The Board of Directors shall enter upon the duties of their
office on the first day of November.
5. They may call special meetings of the Program members as
needed.
6. The Board may appoint members of a Scholarship Committee, and
such other committees as they deem necessary.
ARTICLE V17 - OFFICERS
The officers of the fund shall be a President, Vice President, a
Secretary, and a Treasurer, and they shall be elected at the annual
meeting.
1. The President and Vice President. Subject to the direction
and control of the Board, the President shall oversee generally the
affairs of the Program. The President shall preside at all meetings of the
members and all meetings of the directors. The Vice President shall have
such duties and powers as the directors may determine. The Vice President
shall have and may exercise all the powers and duties of the President
during the absence of the President, or in the event of his or her
inability to act.
2. The Secretary shall keep accurate records of the transactions
of all meetings of the Program and the Board of Directors. He or she shall
maintain a roster of the members of the Program qualified to vote, and
perform such other duties as may be prescribed. All records of the
Secretary shall remain the property of the Program and he or she shall
faithfully deliver them to his or her successor. In the absence of the
Secretary, or in the event of his or her inability to act, the Treasurer
shall assume the duties of the Secretary.
3. The Treasurer shall receive and safely keep all money and
other property of the Program entrusted to his or her care, and shall
disburse the same under the direction and to the satisfaction of the Board
of Directors. Upon the expiration of his or her term, or resignation, he
or she shall deliver all property belonging to the Program to his or her
successor. He or she shall keep a complete record of the finances of the
Program on books which shall remain the property of the Program, and which
shall be open to inspection at any time to the officers or directors. He
or she shall render a current statement at each regular meeting of the
Board and of the Program. His or her annual statement for the fiscal year
may be audited and certified by persons designated by the Board and of the
Program. In the absence of the Treasurer, or in the event of his or her
inability to act, the Secretary shall assume the duties of the Treasurer.
ARTICLE VIII - NON-DISCRIMINATION
It is the policy of the organization that no person shall, on the
grounds of race, color, religion, sex, national origin, age or political
affiliation, or belief, be discriminated against or be denied the benefits
in connection with any program activity sponsored by the organization.
Notwithstanding the above, any program activity age restrictions required
by funding sources will be honored.
ARTICLE IX - DISSOLUTION
In the event of dissolution, all of the remaining assets and property
of the organization shall, after necessary expenses thereof, be
distributed to another organization exempt under IRC Section 501(c)(3), or
corresponding provisions of any subsequent Federal tax laws, or to the
Federal government, or state or local government for a public purpose,
subject to the approval of a justice of the Supreme Court of the
Commonwealth of Massachusetts.
ARTICLE X - PERSONAL LIABILITY
The members, directors and officers of the organization shall not be
personally liable for any debt, liability or obligation of the
organization. All persons, organizations or other entities extending
credit to, contracting with, or having any claim against the organization,
may look only to the funds and property of the organization for the
payment of any such contract or claim, or for the payment of any debt,
damages, judgment or decree, or of any money that may otherwise become due
or payable to them from the organization.
ARTICLE XI - INDEMNIFICATION
No officer or director of the organization shall be personally liable
to the organization or its members for any monetary damages for or arising
out of a breach of fiduciary duty as an officer or director
notwithstanding any provision of law imposing such liability; provided,
however, that the foregoing shall not eliminate or limit the liability of
an officer or director to the extent that such liability is imposed by
applicable law (i) for a breach of the director's duty of loyalty to the
organization or its members, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of the law,
or (iii) for any transaction from which the officer or director derived an
improper benefit.
Directors and officers shall be indemnified against liability incurred
while acting properly and in good faith for the organization.
Indemnification shall include reasonable attorney's fees and expenses
actually and necessarily incurred in defense of an action suit or
proceeding brought against such person.
ARTICLE XII - MISCELLANEOUS
No part of the net earnings of the organization shall inure to the
benefit of any member, trustee, director or officer of the organization or
any private individual (except that reasonable compensation may be paid
for services rendered to or for the organization), and no member, trustee,
director or officer of the organization or any private individual shall be
entitled to share in the distribution of any assets on the dissolution of
the organization.
No substantial part of the activities of the organization shall be
carrying on propaganda, or otherwise attempting, to influence legislation
(except as otherwise provided by Internal Revenue Code Section 501 (h) and
the organization will not participate in, or intervene in (including the
publication or distribution of statements) any political campaign on
behalf of any candidate for public office.
In any taxable year in which the organization is a private foundation
as described in IRC Section 509(a), the corporation shall distribute its
income for said period at such time and manner as not to subject it to tax
under IRC Section 4942, and the organization shall not (i) engage in any
act of self-dealing as defined in IRC Section 4941(d) retain any excess
business holdings as defined in IRC Section 4943(c), (ii) make any
investments in such manner as to subject the organization to tax under IRC
Section 4944, or (iii) make any taxable expenditures as defined in IRC
Section 4945(d) or corresponding provisions of any subsequent Federal tax
laws.
ARTICLE XII - AMENDMENTS
These bylaws may be amended or repealed, so far as allowed by law, by a
two thirds vote of those present and voting at a meeting of the Program.
Notice of any proposed change shall be made to the members at least seven
days before the meeting.
