Article I:  NAME:

Section 1: The NAVY YACHT CLUB LONG BEACH is established as a non-profit corporation under the laws of the State of California with a tax exempt status under provisions of  section  501 (C) (3) of the Internal Revenue Code.  Within these By-Laws it shall be referred to as “the CLUB”.

Article II:  OBJECTIVES:

Section 1:  The primary objective of the Club is to provide a competitive identity for the military community.

Section 2:  To encourage recreational boating and sailing among the active and retired military community of the greater Los Angeles and Orange County area.

Section 3:  To Promote seamanship and water safety.

Section 4:  To encourage and establish liaison between the Club and other Yacht Clubs.

Section 5:  To encourage and assist commanding officers in the promotion of  boating and sailing as a part of the recreational services program.

Section 6:  To organize opportunities for members to take part in all forms of yachting and boating and to furnish members with advice, information and assistance.

Article III:  OFFICERS:

Section1:  Flag Officers:  The Flag Officers of the Club shall be the Commodore, Vice Commodore, Rear Commodore, and Fleet Captain.  The Flag Officers are elected annually as provided in Article V, Section 4.

Section 2:  Junior Staff Commodore:  The immediate past Commodore shall be designated as Junior Staff Commodore and nominated for election as a Director-at -large during the year such designation is in effect.

Section 3: Staff Officers: The Commodore shall appoint a Secretary, Treasurer, Membership Chairman, and such other staff officers as he or  she shall deem necessary.  Appointment as a staff officer does not entitle a person to vote at a meeting of the Board of Directors.

Section 4: Order of Succession: In the absence of the Commodore, the order of succession shall be:  Vice Commodore, Rear Commodore, Fleet Captain

ARTICLE IV: DUTIES OF OFFICERS

Section 1: Commodore: Commodore is the chief executive officer of the Club and shall preside at all meetings of the Club and of the Board of Directors.  As such, the Commodore shall: (a) enforce the By-Laws and regulations of the Club, (b) appoint officers and committees as required by Articles Ill and, (c) be an ex-officio member of all committees, (d) sign and execute all written contracts, conveyances and obligations of the Club which have been approved by the Board of Directors.

Section 2: Vice Commodore: It shall be the duty of the Vice Commodore, generally, to assist the Commodore in the supervision and management of Club affairs and, in the absence of the Commodore, to officiate and act for the Commodore. lt shall be the specific duty of the Vice Commodore to be the club activities coordinator and as such, shall supervise arrangements for social events, and programs for general member ship meetings.

Section 3: Rear Commodore: It shall be the duty of the Rear Commodore to assist the two senior Flag Officers in the discharge of their duties and, in their absence, to officiate and act in their stead.  It shall be the specific duty of the Rear Commodore to act as the Club administrator and to supervise and be an ex-officio member of all administrative committees, and act as Corporate Secretary-Treasurer.  In addition, the Rear Commodore shall supervise the publication and distribution of the monthly newsletter known as the SCUTTLEBUTT and the annual yearbook

Section 4: Fleet Captain: The Fleet Captain is the leader of the fleets and shall plan, direct, and supervise all training, races, competitions, and cruises; promote interest in the Dinghy Fleet, Racing Fleet, Cruising Fleet, and Power Fleet; appoint, supervise, and be an ex-officio member of all fleet committees including a Race Committee.

Section 5: Junior Staff Commodore: The Junior Staff Commodore shall provide advice and counsel to the Flag Officers and the Board of Directors on matters relating to continuity of purpose generated by past administrations.  As  such, the Junior Staff Commodore shall establish and maintain  liaison between the Club and other yachting organizations, be an ex-officio member of all Policy Committees and serve as advisor to the Commodore on future plans, facilities and finances.

Section 6: Secretary: It shall be the duty of the Secretary to keep a true record of the proceedings of the Club and of the Board of Directors, and to authenticate same.  Together with the Commodore, the Secretary shall: sign and execute all contracts, conveyances and obligations of the Club, give notice of all meetings, attend to all Club correspondences, and perform such other duties as may be required by the Board of Directors.

Section 7: Treasurer: It shall be the duty of the Treasurer to keep all funds of the Club in a bank account in the name of the Club, deposit all money received therein, maintain a proper account of all receipts and expenses, pay all approved bills, and make a monthly report to the Board of Directors.  The treasurer shall assist the Finance Committee in the preparation of an annual budget, and perform such other duties as may be required by the Board of Directors.

Section 8: Other Staff Officers: Duties of all other staff officers shall be defined by the Commodore.

ARTICLE  V:  BOARD OF DIRECTORS

Section 1: This club shall have all of the powers of a non-profit corporation as set forth in pertinent laws of the State of California.

Section 2: The membership of the Board of Directors shall consist of the Commodore, Vice Commodore, Rear Commodore,  Fleet Captain and four Directors-at-Large.  The Junior Staff Commodore is a member of the Board when elected as a Director-at Large.

Section 3: The corporate powers of the Club shall be exercised by the Board of Directors.  Five Directors shall constitute a quorum for the transaction of business, and every act or decision of a majority of the Directors present at a meeting at which a quorum is present shall be considered as the act of the Board of Directors as a whole.

Section 4: The Directors shall be elected at the annual meeting of the members in the following manner: A Nominating Committee shall be appointed by the Commodore and announced at the Board of Directors meeting in September of each year.  The Nominating Committee shall nominate one person for each of the offices of Commodore, Vice Commodore, Rear Commodore, Fleet Captain and four Directors-at-Large.  The names of the nominees including the Junior Staff Commodore to-be as a Director-at-Large shall be distributed to the membership at least fifteen days prior to the annual membership meeting. An annual membership meeting shall be held each year in the month of November.  Ballots will be distributed to each verified regular member present at the meeting.  Space shall be provided on each ballot for writing in other names which may be nominated from the floor.  Balloting for the positions of Flag Officers shall be conducted separately, starting with the Commodore.  Balloting for the Directors-at-Large may be made on a single ballot.  The member receiving the most votes shall be elected.

Section 5: Flag Officers and Directors shall assume office on 1 January of the year following their election and shall serve for one year.

Section 6: Any vacancy occurring in the Commodore, Vice Commodore, and Rear Commodore positions shall be filled from the Board of Directors when possible and the resulting vacancy of Director-at-Large shall be filled from the Regular Members or Associate Members who are spouses by a majority vote of the Board at any regular meeting or at a special meeting called for that purpose in accord with Article V Section 3. Replacements elected in accordance with this Section shall serve for the remainder of the un-expired term of office.

Section 7: The September issue of SCUTTLEBUTT shall have on the reverse side of the cover sheet on which the addressees name is imprinted, a page containing the recommendations of the nominating committee, the name and address of the official appointed to conduct the election, and an absentee ballot.  The ballot shall provide for write in candidates for all elective positions and must be signed by the Regular Member whose name appears on the reverse side  address imprint.   The Regular Member who wishes to cast his/her vote by absentee ballot may do so by completing the provided ballot and insuring that it is in the hands of the designated election official a minimum of two days before the November General Membership Meeting.  Absentee ballots will be counted with the ballots of those members who are in attendance at the meeting in person.  Any member who has cast an absentee ballot, and, subsequently, decides to attend the election in person, may reclaim his/her absentee ballot no later than 30 minutes before the election begins, and be issued a standard ballot to be used to cast his/her vote in person at the meeting.  An accredited absentee ballot in the hands of the election official shall be counted as a Regular Member in attendance for the purposes of establishing a quorum in accordance with ARTICLE IX MEETINGS Section 4: of the By-laws.

ARTICLE VI: Article deleted

ARTICLE VII: MEMBERSHIP

Section 1: The Navy Yacht club shall have 4 classes of members which are: regular; regular non-resident; inactive, and honorary.

Section 2: All active members are entitled to participate in club activities, social events, and cruises and to fly the Navy Yacht Club burgee.

Section 3: Application for regular, regular non-resident shall be made in writing to the Navy Yacht Club. All applications will be considered by the Board of Directors for possible membership when: the application is completed in full, when the application is accompanied by all fees, and when accompanied by all documents required.

Section 4: Eligibility Requirements

     A.  Regular Active Members must be one of the following:

          1. On active duty in the US Uniformed Services and/or their spouse including drilling reservists;

          2.    Retired member of the US Uniformed Services and/or their spouse;

          3. Spouse of a deceased member;

          4.   Veteran of the US Uniformed Services;

          5. DOD Civilian employee;

          6.    Member of the US Naval Sailing Association;  

          7.   Auxiliary Member of the US Uniformed Services;

Additionally, they must have submitted all current fees and dues and have an application accepted by the Board of Directors.

     B. Non-resident membership shall be granted upon application by a regular member or by personnel otherwise qualified whose domicile is located outside Los Angeles or Orange counties and who do not have a yacht in commission in Los Angeles or Orange counties.

     C. Inactive membership status is applied to those members who's membership dues are in arrears or past due. They will be eligible for reinstatement to active membership by paying a $25.00 late fee and bringing their dues and fees current.

     D. Honorary membership may be granted by the Board of Directors to anyone the Board of Directors wants to bestow special honor. Honorary members shall be exempt of payment of all fees and dues. Honorary members shall not hold elective office nor vote. Honorary membership shall be for the current calendar year. There is no prohibition of an Honorary membership being renewed year after year.

Section 5: The Board of Directors shall be empowered to set such membership fees and dues as are required for the on going operation of the Navy Yacht Club, and they shall be payable at such.time and place the Board may specify.

Section 6: Annual dues are payable on January 1 st of each year. Reminders of notification for payment of dues is to be published in the December, January, and February issues of the SCUTTLEBUTI. A late fee of $25.00 is added to membership dues delinquent beyond the March 1^st deadline. Members who have failed to pay their annual dues by March l" shall be placed on an inactive membership status roll, Members who are on an inactive membership roll shall not be eligible to hold office, vote, or otherwise participate in Club meetings. Members may be reinstated to active rolls by paying outstanding dues plus a $25.00 late fee.

Section 7: All resignations must be submitted to the Board of Directors in writing.

ARTICLE VIll: DISCIPLINE

Section 1: Any member accused of a serious infraction of the By-Laws or regulations of the Club or of unbecoming conduct may be summoned, with at least ten days notice, to a hearing before a quorum of the Board of Directors, at which time the accused member shall have the right to be heard.  By vote of a 2/3 majority of the Board members present at the hearing, a member may be deprived of any or all privileges of the Club or may be expelled from membership in the Club.  Members are held responsible for the conduct of their guests.

Section 2:  The Board of Directors may, at it’s discretion, reconsider any restriction or expulsion imposed against a member.  However, each member of the Board must be notified in writing at least one week before the meeting that such previous action will be brought up for reconsideration.

ARTICLE IX: MEETINGS

Section 1: There shall be one regular meeting of members of the Club in November of each year.  Other meetings shall be fixed by the Board of Directors.  Notice thereof shall be mailed at least fourteen days in advance of the meeting, specifying the time and place thereof.

Section 2: Special meetings of the members may be called on the order of the Commodore or, by the majority of the Board of Directors, who shall give notification of the time, place and purpose of the meeting at least ten days prior to the meeting.  Special meetings shall be limited to the purpose stated in the Notice and no other matters shall be considered.

Section 3: At any general membership meeting, each Regular Member in good standing shall be entitled to vote.  Voting by proxy shall not be allowed.

Section 4: Fifteen percent (1 5%) of the Regular Members of the Club in good standing shall constitute a quorum at any meeting thereof and is required for the conduct of official business

Section 5: Regular meetings of the Board of Directors shall normally be held in the second week of each month at such time and place as notice by the Secretary shall specify.

Section 6: Special meetings of the Board of Directors may be called on the order of the Commodore or of two Directors, who shall give notification of the time, place and purpose of the meeting at least twenty-four hours prior to the meeting.  The meeting shall be limited to the purpose stated in the notice and no other matters shall be considered.  A quorum of the Board is required for the conduct of business.

ARTICLE X: COMMITTEES

Section 1:  The Commodore shall appoint the following Committees:

a) The Finance Committee, which shall prepare an annual budget with the assistance of the Club treasurer, and submit it to the Board of Directors for approval at its January meeting.

b) The Audit Committee, which shall examine the accounts and financial records of the Club after the books are closed for the month of December and report its findings and recommendations to the Board of Directors at its January meeting.

Section 2: The Commodore may appoint such other committees as deemed necessary for the conduct of the Club’s affairs.

ARTICLE XI: AMENDMENTS

Section 1:  These By-Laws may be repealed or amended or new By-Laws may be adopted by the majority vote of Regular Members at any meeting held in accordance with Article IX.

Section 2: By-Laws other than a By-Law or amendment changing the authorized number of Directors may be adopted, amended or repealed by the Board of Directors.

Section 3: Any changes to the By-Laws must be publicly posted on the Club premises within one week of approval and a notice of such posting shall be mailed to the General membership.

ARTICLE XII: PUBLICATIONS

Section 1: Newsletter - The newsletter shall normally be published and distributed monthly to all members.  The newsletter shall be called the SCUTTLEBUTT and provide members with information on club activities and official notices of club business.

Section 2: Annual Yearbook - An annual yearbook shall be prepared and distributed to all members in March of each year.  As minimum it will contain a roster of all members in good standing on 1 March, the Club history, a roster of current Flag Officers, Directors, Staff Officers, and the By-Laws of the Club.  Additional material may be added at the discretion of the Board.

ARTICLE XIII: CLUB BURGEE

Section 1: The distinguishing signal of the Club shall be a pointed pennant, the hoist to be two-thirds (2/3) the length.  The hoist shall be divided into thirds.  From the hoist, three fields coverage towards the point, intersecting the outer dimensions of the pennant five-sixth (5/6) of the distance from the hoist to the tip of the fly.  The upper and lower fields shall be navy blue.  The center field shall be gold, with a five-pointed navy blue heaven-pointing star whose diameter is one-fifth (1 /5) the length of the hoist and centered one-sixth (1/6) the length of the fly from the hoist.

ARTICLE XIV: OFFICER’S FLAGS

Section 1: The Commodore shall display a rectangular flag with a fouled anchor, encircled by fifteen five-pointed stars, in white, on a blue field.  The Vice Commodore shall fly a flag of similar design on a red field.  The Rear Commodore shall fly a flag of similar design with red anchor and stars on a white field.  The Fleet Captain shall fly a flag of similar design with a blue anchor on a white field without encircling stars.

ARTICLE XV: ORDER OF BUSINESS

Section 1: The following shall be the order of business at meetings of the Board of Directors, subject to variation by the voice of the meeting:

a.  Roll call of Directors

b.  Reading of minutes of the previous meeting(s)

c.  Correspondence

d.  Treasurer’s Report

e.  Committee reports

 f.  Unfinished business

g.  New business

h.   Adjournment

Section 2:  Roberts Rules of Order shall be the authority for the settlement of all disputes about rules of order at all meetings.

ARTICLE XVI: ASSETS AND PROPERTY RIGHTS

Section 1: No member of this Club shall have any right, title or interest whatsoever in or to any of the property or assets which the Club may have or hereafter acquire.  Upon the dissolution of the Club, the Directors or persons in charge of the liquidation shall pay over such assets to a non-profit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under section 501 (c)(3) of the Internal Revenue Code.  If this corporation holds any assets in trust, or the corporation is formed for charitable purposes, such assets shall be disposed of in such a manner as may be directed by decree of the superior court of the county in which the corporation has its principal office, upon petition therefor by the Attorney General or by any person concerned in the liquidation in a preceding to which the Attorney General is a party.