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GARDEN STATE YACHT CLUB REALTY CORPORATION
BY - LAWS
Effective as of:
Membership Meeting Held on November 11, 2007
PREAMBLE
The object of the Garden State Yacht Club Realty Corporation is to promote the physical and social well‑being of members; to promote the participation of the members in various phases of athletic and recreational activities; to promote and foster social interaction among the members; to promote and develop within the membership a sense of responsibility in the development of a more wholesome and dignified community life; to own and maintain the GSYCRC real property; and to do and perform such other things as may pertain to these said purposes.
ARTICLE I. Name and Seal
SECTION ONE. Name. The name of this Corporation shall be the Garden State Yacht Club Realty Corporation, hereinafter known as GSYC, by which name it is incorporated under the laws of the State of New Jersey.
SECTION TWO. Change of Name. The GSYC, may at its pleasure, by a vote of the membership body, change its name.
SECTION THREE. Seal. The GSYC shall have a seal, which shall be in the following form:
ARTICLE II ‑ Membership
A ‑ Membership Defined
SECTION ONE. Membership Unit. The membership shall consist of a family unit which shall be defined as a husband and wife, or two persons living together as a family unit, or a widowed member, who owns stock in GSYC or has agreed to purchase said stock.
SECTION TWO. Status of Members
(a) When members of the GSYC who are two persons living together as a family unit cease living together as a family unit, both of the members of that family unit shall, before December 31st of the year in which they ceased living together as a family unit, notify the Secretary of the GSYC in writing as to which member of that family unit, if any, shall remain a member of the GSYC, The designated remaining member of the family unit shall have the same rights and obligations as a widowed member. A family unit that designates a remaining member, shall return its original stock certificate to the Secretary of the GSYC, and upon said return, a replacement certificate shall be issued in the name of the remaining member. If the members of the family unit cannot agree upon which one of them shall remain as a member, and so notify the Secretary of the GSYC as set forth above, then both members of the family unit shall be deemed to have resigned as members of the GSYC as of December 31st of the year in which the breakup of the family unit occurred.
(b) When members of the GSYC who are husband and wife divorce or are legally separated, both of the members of the family unit shall, before December 31st of the year of the breakup of the family unit, notify the Secretary of the GSYC in writing as to which member of the family unit, if any, shall remain as a member of the GSYC. The designated remaining member shall have the same rights and obligations as a widowed member. A family unit, which designates a remaining member, shall return its original stock certificate to the Secretary of the GSYC, and upon said return, a replacement certificate shall be issued by the GSYC in the name of the remaining member. If the members of the family unit cannot agree upon which of them shall remain as a member, and so notify the Secretary of the GSYC as set forth above, then both members shall be deemed to have resigned as members of the GSYC as of December 31st of the year in which the breakup of the family unit occurred.
SECTION THREE. Exclusions. Except as provided in Sections One and Two of this article, no unmarried person shall be entitled to membership in the GSYC excepting that widowed members may continue as members.
SECTION FOUR. Members In Good Standing. A member in good standing shall be one whose bond purchase, stock purchase pledge, dues, initiation fees, assessments, other pledges and tabs shall be paid in accordance with the requirements set by the Board of Governors. Only members in good standing shall be entitled to vote, hold any office or have the privileges of membership.
SECTION FIVE. Membership Standards. The Board is authorized to create standards for membership, not inconsistent with these By‑Laws and shall provide for the form, contents and terms of the stock purchase pledge.
B ‑ Provisional Membership
SECTION ONE. Definition. All new applications shall be for provisional membership. Such provisional membership shall be defined as entitling the applicant to enjoy the privileges of the GSYC until the applicant is voted upon for permanent membership, providing that all fees, dues, assessments, pledges and tabs are paid. However, provisional members shall not be entitled to vote until they are accepted and accept permanent membership and have agreed to purchase stock in the GSYC.
Provisional members shall be eligible for permanent membership no less than six months from the date of provisional membership. The minimum six months must include two months of the period from Memorial Day to Labor Day.
The chairperson of the Membership Committee shall advise the Commodore of a provisional members eligibility for an acceptance vote for permanent membership.
The Commodore shall advise the Board of a proposed date for an acceptance meeting in accordance with the provisions of Article II‑C, Section one of these by‑laws. No provisional member may purchase stock nor pledge to purchase stock in the GSYC.
SECTION TWO. Applications. Each applicant for provisional membership must be sponsored by a current member in good standing. The sponsor shall sign the application. Only the Chairperson of the Membership Committee shall distribute applications for provisional membership. Completed applications shall be in writing and returned to the Chairperson of the Membership Committee of the GSYC, and shall be subscribed by the applicant, who shall thereby agree to comply with the rules of the GSYC as then in force or as thereafter amended and supplemented. All such applications shall be referred to the Membership Committee for examination and report within 90 days of said referral. Such committee shall meet and, by majority vote, may accept an application for subsequent action by the Board or reject an application, in which event the sponsor shall be entitled to have such action of the Membership Committee reviewed by the Board. In the event the Membership Committee does not act within said 90 days, the application shall automatically be referred to the Board for its review at its next meeting.
SECTION THREE. Approval. Upon acceptance of an application for provisional membership by the Membership Committee, said committee shall present the application to the Board at its next meeting. The Board shall not act on the application at this time; however, the membership shall be notified of the application. At a meeting not less than two (2) weeks after its presentation, said application shall be voted upon by the Board. A majority of affirmative votes cast by members of the Board present at the meeting shall be required to accept said application.
SECTION FOUR. Rejection. An applicant for provisional membership whose application has not been acted upon favorably by the Board may not re‑apply for provisional membership for a period of twelve (12) months from the date of final action by the Board.
SECTION FIVE. Standby. In the event the Board closes the membership rolls, a vote can be taken affording provisional membership to be effective at the first opening of the membership rolls.
SECTION SIX. Dues. Dues for provisional membership shall be as according to the following schedule:
Beginning of Provisional Membership % of Annual Dues January 1 to July 31 100% August 1 to August 31 50%September 1 to December 31 25%
SECTION SEVEN. Charges. Along with the initial payment of dues, provisional members shall be required to meet the requirements of Article X covering Building Fund Bonds and initiation fees.
SECTION EIGHT. Termination. Provisional membership can be terminated at any time either by the applicant, or by a majority vote cast in closed ballot by the members of the Board present at the meeting. The votes shall be counted by the Secretary and be reported to the Board.
C ‑ Permanent Membership
SECTION ONE. Acceptance Meeting.
Upon notification by the Commodore per Article Two‑B, Section one, of these by‑laws the Board shall vote to accept or reject the provisional member for permanent membership. Notice of the meeting at which this vote is to be taken shall be given no less than two (2) weeks prior to the acceptance meeting. The notice shall contain the names of all provisional members to be voted upon and only those so named may be voted upon.
SECTION TWO. Discussion. The vote at an acceptance meeting shall be preceded by a general discussion of each candidate for permanent membership. Any Board member present as well as the chairperson of the Membership Committee or a delegate may make comments and recommendations at this time. Such comments and recommendations shall remain confidential within the Board and shall not be disclosed to the General membership. SECTION THREE. Vote. The Board alone shall have the power to elect or reject any member proposed for permanent membership. A majority of affirmative votes cast by members of the Board present at an acceptance meeting shall be required to accept the candidate for permanent membership. Voting for such permanent membership shall be by closed ballot. The votes shall be counted by the Secretary and be reported to the Board.
SECTION FOUR. Acceptance. Upon election to permanent membership the member shall purchase or agree to purchase stock in the GSYC; and for this action said member shall have the right to vote providing all costs set in Article II, A, Section Four are met.
ARTICLE III ‑ Meeting Of Stockholders
SECTION ONE. Annual Meeting. The annual meeting of Stockholders shall be held at the Clubhouse over Labor Day weekend, the day to be determined by the commodore, in each year for the purpose of electing Governors and Officers and for the transaction of such other business as may come before the Stockholders. If the election of the Governors and Officers shall not be held on the date designated herein for any annual meeting, or at any adjournment thereof, the Board shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be held, but no later than September 30th of that year.
SECTION TWO. Budget Meeting. The Commodore shall convene the Budget Meeting of the Stockholders before March 15th of each year. During the meeting, the Treasurer shall present a written report, for Stockholder review, covering the financial status of the Corporation, including the bond, stock and other funds and accounts, as well as an up‑ to‑date Corporation income statement and balance sheet.
SECTION THREE. Other Meetings. Additional meetings of the Stockholders may be called by the Commodore, a majority vote of the Board, or not less than twenty percent (20%) of the Stockholders having voting rights.
SECTION FOUR. Notice Of Meeting. A Written or printed notice stating the place, date and hour of any meeting of Stockholders shall be delivered either personally or by mail to each Stockholder entitled to vote at such meeting not less than five (5) nor more than thirty (30) days before the date of such meeting, by or at the direction of the Commodore or the Secretary of the Board or persons calling the meeting.
SECTION FIVE. Quorum. A majority of Stockholders, which includes Stockholders present plus Stockholders not present but voting by proxy, shall constitute a quorum required to conduct business at such a meeting. If a quorum is not available at any meeting of Stockholders a majority of the Stockholders present may adjourn the meeting without further notice. If the meeting continues no vote on any issue can be taken.
SECTION SIX. Proxies. At any meeting of Stockholders, a Stockholder shall be entitled to vote by a proxy executed in writing by the Stockholder. Three (3) weeks before the scheduled date of any stockholders meeting the Secretary of the Corporation shall, by first class mail, email or fax provide each stockholder with a proxy which shall indicate those questions scheduled to come before the meeting and invite stockholders to vote yes or no on these questions. Alternatively a place shall be provided on the proxy permitting the stockholder to designate any other stockholder of the GSYC to vote on the stockholders behalf. The stockholder can mail, email or fax back their proxy back to the Secretary of the corporation and or the Commodore. Therefore, a vote on issues before the stockholders can be done by proxy, either by email, fax or first class mail.
After stockholders present have cast their votes on issues before the meeting, the Secretary of the corporation shall cast those proxy votes received by mail. The Secretary shall then ask stockholders present to cast votes which they have been authorized by proxy to cast on the issue before the meeting.
New issues, raised at any stockholders meeting but not included on the proxies, will be voted on without inclusion of proxies except that those proxies designating another stockholder to vote will be included. The basis for the quorum in these votes will include stockholders present and only those proxies designating another stockholder to vote.
If a stockholder elects to vote by proxy such proxy must be completed, signed, dated and returned either to the Secretary of the corporation or to the stockholder designated to cast proxy votes no later than five (5) days prior to the date of the meeting.
SECTION SEVEN. Voting. Each membership owning stock or pledged to purchase stock and in good standing as defined in Article II A, Section Four, shall be entitled to two (2) votes, one for each surviving member. At all business and special meetings all questions and motions, unless otherwise provided, shall be determined by a majority vote. All voting shall be a show of hands except such which may be required to be closed ballots. Any member in good standing shall have the right to request a closed ballot vote or roll call vote on any question or motion. Such requests must be complied with but a request for a closed ballot vote shall take precedence over a request for a roll call vote.
SECTION EIGHT. Order Of Business. The order of business at regular meeting shall be as follows: 1. Roll call of Officers 2. Submission of Notice of Meeting 3. Reading of Minutes of preceding meeting 4. Reports of Officers and communications 5. Reports of Committees 6. Unfinished business 7. New business 8. Good and welfare.
ARTICLE IV ‑ Board of Governors
SECTION ONE. Name. Board of Directors of the GSYC shall be known as the Board of Governors (Board).
SECTION TWO. General. The affairs of the GSYC shall be managed by its Board of Governors. Such Governors shall in all cases act as a Board and may adopt rules and regulations for the conduct of their meetings as they deem proper and rules and regulations for the management of the GSYC, not inconsistent with these By‑Laws. The Board of Governors shall have the power to authorize appropriations of such sums of money and to make such contracts and agreements in the name of the Corporation as are necessary for the functions, support and maintenance of the GSYC; but no appropriation, contract or agreement involving expenditure of more than the sum of $5,000 shall be authorized by the Board without the approval of the Stockholders at a regular or special meeting called for that purpose.
Any member or provisional member may, upon written request to the Secretary, address the Board at a regular meeting or special meeting.
SECTION THREE. Eligibility. Governors must be Stockholders of the Corporation. Their initiation fees must be fully paid and they must be members in good standing.
SECTION FOUR. Ineligibility. No person who is heretofore or shall hereafter be elected as a Governor for three successive terms, including an unexpired term, shall be eligible for that office until the annual meeting following the expiration of the last successive term.
SECTION FIVE. Composition. There shall be a Board of Governors composed of seventeen (17) governors as follows:
The five elected officers of the GSYC
The two Immediate Past Commodores
All Past Commodores (representing the votes as described in Article IV,
Section 6), other than the two Immediate Past Commodores or any other past Commodore who by virtue of a seat on the Board of Governors has a vote.
The President and Immediate Past President of the Ladies Auxiliary
Six additional Governors elected as provided in Section Seven of this Article and in Section 1 of Article III.
The Commodore shall be the impartial Chairperson, and shall vote only in case of a tie in an open ballot. In the case of a closed ballot vote, if the attending members represent an odd number of eligible closed ballot votes, the Commodore shall have one (1) closed ballot vote. In the event the attending board members comprise an even number of eligible closed ballot votes the Commodore shall have two (2) closed ballot votes.
SECTION SIX. Past Commodore. The Past Commodores, other than the two immediate Past Commodores or any other past commodore who holds a full seat on the Board of Governors, shall have one (1) vote for each five past Commodores. In no event, however, shall the past Commodores votes be greater than twenty-five percent (25%) of the Boards votes. The past Commodores votes shall be cast upon a consensus (a simple majority) of all past Commodores present at a board meeting. In no event shall the vote’s cast by the past Commodores be more than the number of past Commodores present at a Board meeting.
SECTION SEVEN. Committee Chairpersons. The chairperson of a standing committee, who is not a member of the Board, may attend Board meetings, but only at the invitation of the Commodore, and without the right to vote.
SECTION EIGHT. Term Of Office. The term of office of each of the six (6) elected Governors shall be two (2) years. At each annual meeting three (3) Governors shall be elected for a two (2) year term.
SECTION NINE. Regular Meetings. The regular meeting of the Board shall be held during the two-week period preceding Labor Day Weekend. The Commodore shall provide notice of this regular meeting in accordance with section ten of this Article. The Board may provide by resolution, the time, and place, either within or without the State of New Jersey, of additional regular meetings of the Board.
SECTION TEN. Meetings. Meetings of the Board of Governors may be called by or at the request of the Commodore or any three Governors.
SECTION ELEVEN. Notice. Notice of any meeting of the Board of Governors shall be given at least three (3) days previously thereto by written or verbal notice delivered personally or sent by mail, email, FedEx , UPS or any other accredited next day carrier to each Governor at his address as shown by the records of the organization unless otherwise required by these By‑Laws. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by FedEx, UPS, or any other accredited next day carrier, such notice shall be deemed to be delivered when the notice is delivered to the delivering company. Delivery by email alone is not sufficient. Any Governor may waive notice of any meeting. The attendance of a Governor at any meeting shall constitute a waiver of notice of such meeting, except where a Governor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By‑Laws. SECTION TWELVE. Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Governors is present at said meeting, a majority of the Governors present may adjourn the meeting without further notice. If the meeting continues no vote on any issue can be taken.
SECTION THIRTEEN. Manner of Acting. The act of a majority of the Board present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these By‑Laws. Voting shall be done by closed ballot when required by these By‑Laws or when requested by a Board member in attendance.
SECTION FOURTEEN. Vacancies. Any vacancy occurring in the Board of Governors shall be filled by the affirmative votes of a majority of the remaining Governors though less than a quorum of the Board of Governors. Nominations to fill such vacancies may be made by any remaining member of the Board in attendance at the meeting. Such a vote shall be taken only at a meeting of the Board, which is called by notice as stated in Section Nine of this article. Said notice shall state that the vacancy exists and that a vote to fill such vacancy shall be taken at the meeting. A Governor elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any governorship to be filled by reason of an increase in the number of Governors shall be filled by election at an annual meeting or at a special meeting of Stockholders called for that purpose. No Governor shall be removed from office due to a decrease in the number of Governors, but said Governor shall be permitted to serve until his term of office expires.
SECTION FIFTEEN. Compensation. Governors and Officers shall not receive any stated salaries for their services. Any Officer or Governor shall be indemnified for expenses and costs, including attorney's fees, actual and necessarily incurred by him or her in connection with any claim asserted against him or her, by action in Court or otherwise, by reason of his or her being or having been such Governor or Officer, except in relation to matters as to which he or she shall have been found guilty of any misconduct in respect to the matter in which indemnity is sought by a duly constituted legal authority in the State of New Jersey.
SECTION SIXTEEN. Overrides. The acts of the Board may be overridden by a two thirds (2/3) vote of the Stockholders eligible to vote at any business meeting or special meeting called for this purpose.
SECTION SEVENTEEN. Legal Advisor. At the regular annual meeting of the Board, the Board shall choose an Attorney‑at‑Law, admitted to the New Jersey Bar, to serve as legal advisor for the coming year. Said legal advisor shall attend all meetings of the Board and shall be a member in office of all committees.
ARTICLE V ‑ NOMINATION
SECTION ONE. Nominating Committee. The Board, no later than July 1st of each year, shall select a nominating committee consisting of five (5) members one of whom shall be a former Commodore of the GSYC who shall serve as the chairperson of the nominating committee. No officers of the GSYC may be a member of the committee and only two (2) members may be members of the current elected Board. No Governor whose term of office expires at the end of the current year shall be eligible for membership. No member of the present nominating committee shall have served on any of the three previous nominating committees. Prior to the convening of any meeting of the Nominating Committee, the Stockholders shall be advised, in writing and by a conspicuous posting in the Clubhouse of the GSYC, of the names of the members of the Nominating Committee.
SECTION TWO. Nomination Meetings. The nominating committee, upon selection, shall meet as promptly as possible and adopt their rules of procedure. The nominating committee shall thereupon select a slate of officers and governors to fill all upcoming vacancies for officers and governors of the GSYC. Members of the nominating committee and the members of their families shall be ineligible to be selected by the nominating committee to fill any of the vacancies. More than one individual member of a member family may not be nominated to serve, either as an officer or as an elected member of the Board of Governors. If one individual member of a member family is already an officer or an elected member of the Board of Governors all other members of that family shall be ineligible to be nominated either as an officer as an elected Governor of the GSYC excepting only family members of former Commodores or the current and immediate past President of the Ladies Auxiliary. The nominating committee shall report its nominations, in writing, to the stockholders not later than August 10th of each year. The said nominations, after selection, shall also be posted conspicuously in the clubhouse and shall remain posted until after the annual meeting. The committee shall nominate only one candidate for each office.
SECTION THREE. Independent Nominations. Independent nominations may only be made by petition signed by fifteen (15) Stockholders in good standing, setting forth the names of their nominees and the offices in which they are to be placed for nomination. Such petition shall be presented to the Commodore no later than August 20th. The names of such independent nominees shall be submitted to all Stockholders in writing no later than August 27, and shall also be posted with the slate prepared by the nominating committee. Eligibility requirements for nominees by petition shall be the same as those for nominations by the nominating committee as set forth in Section Two of this article.
SECTION FOUR. Notice Of Nominations. In the notice of the annual meeting the secretary shall enclose the names of all nominees and the offices for which they have been nominated as of the time of the sending of the notices.
SECTION FIVE. Ballots. Whenever more than one candidate is nominated for any office, the secretary shall prepare printed ballots for use at the annual meeting and shall specify the time balloting shall close.
SECTION SIX. Appointment Of Inspectors. The Commodore shall appoint inspectors to supervise the election, none of whom shall be nominees or members of the nominating committee.
SECTION SEVEN. Elections. Election of officers and governors shall be conducted at the annual meeting of Stockholders.
ARTICLE VI ‑ Officers
SECTION ONE. Officers. The officers of the GSYC shall be a Commodore, a Vice Commodore, a Rear Commodore, a Secretary, and a Treasurer.
The Board may elect or appoint such other assistants including one or more assistant secretaries and one or more assistant treasurers as it shall deem desirable, to perform the duties prescribed from time to time by the Board.
SECTION TWO. Election and Term of Office. The officers of the GSYC shall be elected every year by the Stockholders at the regular annual meeting of the GSYC by voice vote or by closed written ballot as provided in Section One, Article III and Article V by receiving a plurality of the votes cast for the particular office. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient, but no later than September 30th of that year. New offices may be created and filled by Governors at any meeting of the Board. Each officer shall hold office from the succeeding January 1 until December 31 of that year. Effective January 1, 1997 the Commodore, the Vice Commodore and the Rear Commodore shall serve no more than one consecutive term in their current positions. The Treasurer and the Secretary shall serve no more than four consecutive years in these positions.
SECTION THREE. Removal. Any officer elected or appointed by the Board may be removed by a majority vote of the Board of Governors by a closed written ballot whenever, in its judgment, the best interest of the organization would be served thereby. Any officer elected by the Stockholders may be removed by a two thirds (2/3) vote of the Stockholders by a closed written ballot whenever, in its judgment, the best interest of the GSYC would be served thereby. Due and timely notice shall be given to all stockholders.
SECTION FOUR. Vacancies. A vacancy in any office or office elect because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board until a special election can be called pursuant to Article V, with time limits adjusted, as required by the Board.
SECTION FIVE. Commodore. The Commodore shall be the principal executive officer of the GSYC and shall, in general supervise and control all the business affairs of the GSYC. He or she shall preside at all meetings of the Stockholders and of the Board of Governors. He or she may sign, with the secretary or any other officer of the corporation authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments that the Board of Governors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these By‑Laws or by statute to some other officer or agent of the Corporation; and in general he shall perform all duties incident to the office of the Commodore and such other duties as may be prescribed by the Board from time to time and shall enforce the By‑Laws and regulations of the GSYC. He or she shall appoint all committees, except nominating committees, and shall be ex‑officio member of all such committees appointed by him.
SECTION SIX. Vice Commodore. In the absence of the Commodore or in the event of his inability or his refusal to act, the Vice Commodore shall perform the duties of the Commodore, and when so acting, shall have all the powers of and be subject to all the restrictions of the Commodore. The Vice Commodore shall perform such other duties as from time to time may be assigned to him by the Commodore or by the Board.
SECTION SEVEN. Rear Commodore. In the absence of the Commodore and Vice Commodore or in the event of their inability or refusal to act, the Rear Commodore shall perform the duties of the Commodore, and when so acting shall have all the powers of and be subject to all of the restrictions on the Commodore. The Rear Commodore shall be Chairperson of the Rules Committee and shall perform such other duties as from time to time may be assigned to him by the Commodore and/or the Board.
SECTION EIGHT. Secretary. The Secretary shall keep the minutes of the meetings of the Stockholders and of the Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By‑Laws or as required by law; be custodian of the corporate records and the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By‑Laws; keep a register of a post office address of each Stockholder which shall be furnished to the Secretary by such Stockholder; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Commodore or by the Board.
SECTION NINE. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source; and deposit all such monies in the name of the Corporation in such banks, trust companies, and other depositories as shall be approved by the Board of Governors; and shall withdraw and pay out funds as authorized in the approved budget of the GSYC or as approved by the Board, and in general, perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the Commodore or by the Board. If required by the Board, the Treasurer shall give a bond for the faithful performance of his duties in such sum and with surety or sureties, as the Board shall determine at the expense of the Corporation. The Treasurer shall be a member of the Finance Committee, and shall make such reports as are required by these By‑Laws.
SECTION TEN. Assistant Treasurers, and Assistant Secretaries. Assistant Secretaries and Treasurers, in general, shall perform all such duties as shall be assigned to them by the Treasurer or the Secretary or by the Commodore or the Board of Governors.
SECTION ELEVEN. Additional Duties. Each officer shall also perform such other duties and functions as shall be required of him by the Board and these By‑Laws.
SECTION TWELVE. Ineligibility. No person who is heretofore or shall hereafter be elected as Commodore for two successive terms, including an unexpired term, shall be eligible for that office until the annual meeting following the expiration of the last successive term.
ARTICLE VII ‑ Committees
SECTION ONE. Committees of the Board. The Board of Governors by resolution adopted by a majority of the Governors in office may designate one or more executive committees, each of which shall consist of two or more Governors.
The designation of such committees and the delegation thereto of duties of the Board shall not operate to relieve the Board, or any individual Governor, of any responsibility imposed on him or it by law.
A committee duly designated by the Board may perform the function of any officer; and the function of two or more officers may be performed by single committee, including the functions of both Commodore and Secretary.
SECTION TWO. Standing Committees.
The Commodore, except for the stock committee, shall appoint the standing committees and their chairpersons. Standing Committees shall have no fewer than three members including the chairperson. Unless otherwise provided for below, the members of the standing committees shall be chosen from among the general membership and shall serve for a term of one year to coincide with the fiscal year of the Corporation. Decisions of the Standing Committees may be overridden by a majority vote of the Board. The following shall be the standing committees of the GSYC and their respective areas of responsibility.
Standing Committees:
A. House Committee: This committee shall supervise and regulate the operation and maintenance of the Clubhouse, the swimming pool, and the other buildings of the GSYC.
B. Grounds Committee: The Grounds Committee shall supervise the operations and maintenance of the grounds, the tennis courts, and all athletic facilities, permanent or temporary, of the GSYC, including the waterfront but not including the docks.
C. Dock Committee: The Dock Committee shall supervise and regulate the operation and maintenance of the docks. This shall include assignment of docks and establishment of all safety rules associated with the use of docks by any member or guest of the GSYC.
D. Rules Committee: This committee shall be chaired by the Rear Commodore. This committee shall supervise and interpret the rules of the GSYC. The committee shall be empowered to enforce existing rules and when necessary, to recommend modifications to existing rules or the adoption of new rules. When the chairperson of the Rules Committee requests disciplinary action against any member deemed in flagrant or repeated violation of any rule of the GSYC, the Board shall meet, in a timely fashion, but within two weeks at the request of the chairperson of the Rules Committee to consider such action. Approved disciplinary action shall be in the name of the GSYC as approved by the Board to be carried out by the Commodore with the assistance of any and all standing committees of the GSYC.
E. Membership Committee: The Membership Committee shall supervise the recruitment of prospective new members, orientation of new members and retention of members. The Membership Committee shall investigate all applications for membership and shall report its findings to the Board pursuant to Article II of these by‑laws.
F. Finance Committee: The Finance Committee shall include, but shall not be limited to, the Treasurer, the chairperson of the Stock Committee, the Commodore, the Vice Commodore, and the Rear Commodore. The Finance Committee shall plan and administer the financial affairs of the GSYC. The budget of the GSYC shall be prepared annually by the Finance Committee for approval by the Board and the membership, and shall be monitored by the Finance Committee. Reports of all financial activities shall be made to the Commodore, the Board, and the General Membership each year at the Budget Meeting of the GSYC.
G. Stock Committee: The Stock Committee shall serve as an advisory body to the Board. The duties of the stock committee shall be as follows:
1. Redeem stock in accordance with procedures set forth in Article XI below.
2. Submit a report to the Board at the Boards meeting immediately preceding the annual membership meeting of the stockholders, which report shall include the following: a. Recommendations as to the purchase price and redemption price of GSYC stock, as provided in Article XI, Section Four, below. b. The total value of shares to be redeemed as a result of terminations of membership to date. c. Recommendations for expenditures from the Stock Fund pursuant to Article XI, Section three, below.
3. Submit invoices to new members for payment of stock subscriptions. In the event payment is not received within thirty (30) days after the initial invoicing the new member shall be invoiced again. If stock payment is not received within fifteen (15) days after the second invoice the Committee Chairperson is to report the delinquency to the Rear Commodore who shall be responsible for collection.
4. Determine general investment policy and guidelines as well as direct the investment of the Stock Fund, all to be approved by the Board of Governors.
The Stock Committee shall be composed of seven (7) members who shall be elected by the Board of Governors at any meeting of the Board prior to the expiration of a term of office of a Stock committee member. The composition of the Stock Committee shall be as follows:
1. There shall be three (3) equal groups of committee members: Two groups consisting of two (2) members each and one group consisting of three (3) members. The term of membership of each group shall be three (3) years except that for the year beginning January 1, 1995. The terms of each group shall be staggered so that one group shall be for a term of one (1) year, a second group shall be for a term of two (2) years and the group consisting of three (3) members shall serve for three (3) years. No committee member shall be eligible to succeed himself or herself as a stock committee member after having served for two (2) consecutive three (3) year terms.
2. Vacancies in the Stock committee membership shall be filled by vote of the Board at any regular or special meeting of the Board. The Stock Committee shall recommend to the Board the individual to be elected.
3. The Chairperson of the committee shall be elected by the committee. The Chairpersons term of office shall be concurrent with his or her term as a committee member. No Chairperson shall be eligible to succeed himself or herself as a Chairperson after having served for two (2) consecutive three (3) year terms.
H. Food Service Committee: The Food Service Committee shall supervise and regulate all of the food and beverage service operations of the GSYC. This shall include the selection and supervision of caterers, and the scheduling of the use of all dining facilities of the GSYC by members for any reason. I. Insurance Committee: The Insurance Committee shall analyze the insurance needs of the GSYC and shall recommend appropriate insurance coverage to the Board. There shall be at least three members of the Insurance Committee, one of who should preferably be a member of the New Jersey Bar. If no such member is available to serve on the Insurance Committee the committee shall seek advice of the legal counsel in making its recommendations to the Board. The Committee shall be empowered to make recommendations as to the suggested vendors for such insurance.
SECTION THREE. Conflicts Of Interest. In the event that members of committees shall have a conflict of interest in any matter before such a committee they shall be required to absent themselves during consideration of said matter until the committee shall have reached a decision. If the committee cannot resolve conflict of interest issues among the members of the said committee, any member of said committee may bring the matter to the Board for resolution.
SECTION FOUR. Other Committees. The Commodore may designate other committees not having and exercising authority of the Board in the management of the Corporation.
SECTION FIVE. Removal. The Commodore with the approval of the Board may remove any member of any committee whenever in their judgment the best interests of the GSYC shall be served by such removal.
SECTION SIX. Term of Office. Unless otherwise specified in Section Two, each member of a committee shall continue as such until December 31 of the year of appointment unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.
SECTION SEVEN. Vacancies. Unless otherwise specified in Section Two, vacancies in the membership in any committee shall be filled by appointment made in the same manner as provided in the case of the original appointments.
SECTION EIGHT. Quorum. A majority of the whole committee shall constitute a quorum and the action of the majority of the members present at a meeting in which a quorum is present shall constitute the acts of the committee.
SECTION NINE. Rules. Each committee may adopt rules for its own government, not inconsistent with these By‑Laws or with the rules adopted by the Board.
ARTICLE VIII ‑ Contracts, Deposits, Checks and Funds
SECTION ONE. Contracts. Subject to Article IV, Section Two, The Board may authorize any officer, agent or agents of the Corporations, in addition to the officers so authorized by these By‑Laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances, except as regards the selling or purchasing of real property, which must be approved by a vote of two‑thirds (2/3) of the Stockholders.
SECTION TWO. Checks, Drafts or Orders for Payment. All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the Commodore, Vice Commodore or Rear Commodore. SECTION THREE. Deposits. All funds of the GSYC shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories recommended by the Treasurer with the approval of the Board.
SECTION FOUR. Gifts. The Board of Governors may accept on behalf of the GSYC any contribution, gift, bequest, or devise for the general purposes, or any special purpose, of the GSYC.
SECTION FIVE. Stockholder Authorization. Where specific authorization of expenditure is required from the Stockholders, the purpose of the appropriation and the details thereof shall be specifically stated in the notice of the meeting.
ARTICLE IX - Leaves of Absence, Terminations, Resignations and Reinstatement of Stockholders
SECTION ONE. Hardship Leaves of Absence. A hardship leave of absence may be granted for a period of one (1) year by a majority vote of a committee consisting of the commodore, the Vice Commodore, the Rear Commodore and the Treasurer. The Treasurer will be a non-voting member of the committee. A hardship leave of absence may be granted to any stockholder member family in good standing who makes a written request for a hardship leave of absence because of a medical disability or a financial hardship. A stockholder who is granted a hardship leave of absence will not be required to pay dues, fees or assessments made in the year of the leave of absence except that an assessment for a capital improvement to the GSYC made during the year of hardship leave of absence will only be suspended but will be due upon resumption as a stockholder in good standing following the year of leave of absence.
A member who has been granted a leave of absence will keep his, her or their stock but will not be allowed to vote their stock during the leave of absence.
If a member has not resigned, they will owe dues prorated to the date of the date of the request for the leave of absence. Any dues paid above that amount will be refunded if requested. The application request for the leave of absence must be in writing and submitted to the Commodore or the Secretary of the corporation on or before labor day. If submitted after labor day there will not be any refund for the current year.
The guest rules that apply to former members are also applicable to members who are granted a leave of absence.
SECTION TWO. Suspension or Revocation of Membership
The Commodore or Vice Commodore, acting as the Commodore in the absence of the Commodore, may temporarily suspend a member, without written notice, if the officer determines that such a suspension is immediately necessary for the protection of the membership or the property of the GSYC. The Commodore will then schedule a meeting of the Board of Governors within fourteen (14) days of such a suspension for the purpose of reviewing that suspension.
At such a meeting, or any other meeting of the Board of Governors, the Board may propose suspension of a member by a majority vote of the Board of Governors for a term to be specified by the Board of Governors or the Board of Governors may revoke membership of a member by a two thirds (2/3) majority in a closed ballot vote of the Board of Governors present at such a meeting. Such action of the Board will be based on a member:
1. Having failed to pay dues, initiation fees, stock obligations, or other fees required of a member in accordance with these by laws following a written notice from the Rear Commodore. 2. Violating these by laws or the published rules promulgated by the Board of Governors.
3. Engaging in conduct, or permitting a member of the family or their guests to engage in conduct which by majority vote of the Board of Governors is deemed to adversely affect: a) The use and enjoyment of the GSYC by other members. b) The performance of their duties by the clubs employees or its contractor’s employees. c) The reputation of the GSYC.
Following approval of the proposed suspension, and the terms prerequisite to lifting that suspension, or approval of the proposed revocation of membership by the Board of Governors a written notice shall be given to the member. This notice shall set forth the reasons for the action proposed by the Board of Governors and the time and date, not sooner than fourteen (14) days, following the date of the written notice, of a meeting of the Board of Governors at which the member may provide such explanations as the member may desire to give requesting the Board not to carry out the proposed suspension or revocation. Delivery of such written notice to the member shall be by certified and regular mail addressed to the residence or business address appearing in the clubs records. A final closed ballot vote requiring a majority vote to suspend and a two thirds (2/3) closed ballot to revoke, will be taken to confirm or reject either the suspension or revocation of membership. Following this vote the member will be informed of the results of the vote by the Secretary of the Corporation by certified and regular mail addressed to the residence or business address appearing in the clubs records.
If a member is suspended and then satisfies the terms, set by the Board, to lift the suspension the Commodore is authorized to notify the member that the member is once again in good standing and is invited to enjoy use of the facilities and to join in the activities of the GSYC. Within ten (10) days of receipt of the Commodores notification the member shall notify the Commodore, in writing, of the members decision to accept or decline the invitation. Failure to make this written notification shall be deemed to be a resignation from the GSYC.
Outstanding fees and other financial obligations of a revoked member will be deducted from any payments already made (stock, initiation fee, dues, tabs) and any balance will be remitted to the revoked member. If the member has outstanding obligations to the GSYC these obligations will be billed and, if not paid within sixty (60) days the balance shall be placed for collection.
SECTION THREE. Temporary Suspension of Privileges. The privileges and the right to use the facilities of the GSYC by any member family may temporarily be suspended by the Commodore, or the Vice Commodore acting as Commodore if the member shall fail to make timely payments, as provided in these by laws, of dues, initiation fees, stock obligations, and other fees required of a member in good standing.
Notice of Suspension will be given, in writing, and transmitted by certified mail, addressed to the members home or place of business, ten (10) days before such a suspension is to take affect.
A similar notice will lift the suspension when the Treasurer certifies to the commodore that the member is once again in good standing.
SECTION FOUR. Resignation. Any member may resign by filing a written resignation with the Secretary, and must offer his stock for redemption pursuant to these By‑Laws. Such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, pledges and other charges there‑to‑fore accrued and unpaid. Any unpaid obligations shall be deducted from the stock redemption payment.
SECTION FIVE. Notice of Resignation Each member family shall be deemed to have chosen to retain membership in the GSYC for the calendar year unless the member shall have given written notice to the Secretary of the Corporation prior to January 15th of that calendar year. Members shall be reminded of this requirement by written notice to each member family in December and prior to the first dues billing for the next calendar year. The Commodore may extend the resignation deadline to May 15, when asked to do so by a member family, if, in the Commodore’s judgment special circumstances warrant such an extension. SECTION SIX. Reinstatement. A written request for membership by a former permanent member shall be filed with the secretary Of the Corporation and shall conform to the rules and procedures of Article II B. The board by an Affirmative vote by closed ballot of two-thirds (2/3) of the members of the board present and Voting may reinstate such former member to membership on such Terms as the board may deem appropriate.
SECTION SEVEN. Transfer Membership. Memberships, and the ownership of stocks and bonds of the Corporation, are not transferable or assignable.
SECTION EIGHT. Responsibility For Conduct. Members shall assume responsibility for the conduct, behavior and act of their families or guests.
SECTION NINE. Determination Of Misconduct. The Board shall be the sole judge of what constitutes misconduct or misbehavior or what is in the best interest of the GSYC, and what constitutes a violation of these By‑ Laws, rules and regulations of the GSYC. The judgment of the Board shall be final and binding. ARTICLE X ‑ Finance
A ‑ Fiscal Year Dues and Assessments
SECTION ONE. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and extend to December 31 inclusive.
SECTION TWO. Dues. The annual dues for membership shall be fixed and determined by the Board with the approval of the Stockholders and shall be payable in such amounts and such times as the Board may fix and determine.
SECTION THREE. Notice Of Resignation. Each member family shall be deemed to have chosen to retain membership in the GSYC for the calendar year unless the member family shall have given written notice of resignation, in accordance with Article IX, Section Two of these by‑laws, to the Secretary of the Corporation prior to January 15th of that calendar year. Members shall be reminded of this requirement by written notice to each member family, the notice to be mailed in the December prior to the first dues billing for the next calendar year. The Commodore may extend the resignation deadline to May 15, when asked to do so by a member family, if in the Commodores judgment special circumstances warrant such an extension.
SECTION FOUR. Assessments. The Board may, at its discretion, recommend to the Stockholders an assessment in addition to the current annual dues in any fiscal year and the manner of payment thereof. Upon approval of such recommendation by the Stockholders, said assessment shall be required of all Stockholders.
B ‑Building Fund Bonds
SECTION ONE. Purchase |