BYLAWS
MARK TWAIN LAKE SAILING ASSOCIATION

rainbow
 


(As amended June 23, 2005)         (Prior Amendments: Feb l993, May 1994, July 1996)

I. Purpose

It shall be the purpose of the Mark Twain Lake Sailing Association, hereafter referred to as "the Association", to further the interests of its membership and the sport of sailing on Mark Twain Lake. Specific stated goals within the primary purpose are:

A. To promote seamanship, education, and boating safety to boaters of all types.

B. To provide recreational and fellowship opportunities to its members.

C. To represent sailors by:

  1. Providing a forum to discuss and determine the needs of the sailors on Mark Twain Lake.
  2. Projecting a unified voice for sailors in communicating with marina operators, the Corps of Engineers, the Missouri State Water Patrol, and other federal, state and local agencies.

II. Membership

A. Qualifications for Regular Membership

A Regular Member must be a sailboat owner at least 21 years of age.

B. Qualifications for Associate Membership

An Associate Member must be a non-sailboat owner who is interested in sailing and is at least 21 years of age.

C. Qualifications for Household Membership

A Household Membership grants two Regular Memberships within a household and is further defined in section IV.B. Both persons applying for Household Membership must fulfill the qualifications for Regular Membership.

D. Qualifications for Honorary Membership

An Honorary Member shall be nominated by the Board of Directors and approved by a majority vote of the regular membership. He/She shall carry all the privileges of an Associate member.

E. Application for Membership

  1. Application for Membership must be submitted, on an approved application form, to the Commodore and/or Treasurer, and such application must be accompanied by a check for the current year's dues, initiation fee if applicable, and any special assessment which may have been levied for the current year, all subject to return if the application is disapproved.
  2. The Commodore or Treasurer shall receive all applications for Membership and shall make such investigation of the applicants as they deem necessary in order to determine whether or not the admission of such applicant may be in the best interests of the Association. They may then approve the application or submit it to the general membership for approval by a majority at the next meeting. No applicant shall be disapproved for reasons contrary to federal or state of Missouri law.

III. OFFICERS AND DIRECTORS

A. Qualifications

Any Regular Member who has belonged to the Association prior to October of the year preceding the election shall be eligible for election as an Officer or as a Director.

B. Officers

  1. Commodore:

The Commodore shall be the Chief Executive Officer of the Association. He/She shall be an ex-officio member of all committees, but shall not have a vote on the Nominating Committee.

  1. Vice Commodore:

The Vice Commodore shall preside over meetings of the Association in the absence of the Commodore. He/She shall be an ex-officio member of all committees, except the Nominating Committee, unless asked to replace the Commodore on said committee; shall act as the liaison with BOAT U.S. as long as the Association wishes to retain an affiliation with that organization; and shall perform such duties as may be assigned him/her by the Commodore and/or Board of Directors. The Vice Commodore shall also be the secondary Secretary/Public Relations Director of the Association.

 

The Vice Commodore shall be in charge of coordinating all Association seamanship activities and may appoint temporary committees as described below from among the Regular and Associate members from time to time as may be necessary to assist in fulfilling the duties of the office.

 

The Vice Commodore shall be in charge of coordinating all Races. He/She shall propose to the membership, for approval at the annual planning meeting, a schedule of race fees for that year. He/She shall, to the best of his/her ability, manage the expenses of the race program so as not to exceed the total of racing fees collected during his/her term of office. The Vice Commodore may recruit Regular or Associate members from time to time as may be necessary to assist in obtaining Lake Permits for Racing and Water Activities. He/She will work with each race coordinator to assist in planning of each event. Conduct of each event will be delegated to the Regular or Associate member assigned to the event.


 

  1. Treasurer:

The Treasurer shall have custody of such books and records as required to perform the duties of the office, shall keep available a copy of the bylaws at each meeting, and shall have such other duties as may be assigned to him/her by the Commodore or by the Board of Directors.

 

The Treasurer also shall have custody of all of the funds of the Association. He/She shall collect promptly all monies due the Association and shall pay such bills as are authorized by the Board of Directors or Membership. In addition, he/she shall:

    1. Maintain a post office box in Perry, Missouri as an official address for the Association.
    2. Maintain a U.S. I.R.S. tax identification number for the Association.
    3. Maintain the Association bank account as a joint account requiring the signatures of both the Treasurer and the Commodore on all Association checks.
    4. Publish, in the first newsletter after July 1 and January 1, a financial statement showing :

Receipts by category
Disbursements by category
Accounts receivable
Accounts payable
Bank balance
Other assets

e.       Turn over all books and records to the incoming Commodore for auditing at the first Association meeting after January 1. 

f.        Report twice annually on the status of racing program expenses as compared to racing program income.

g.        Perform all other duties incident to the office of Treasurer, subject to the control of the Board of Directors.

C. Directors

  1. The three Officers described in paragraph B, preceding, shall be Directors.
  2. In addition, there shall be two Directors-at-large, each of whom shall be elected from among the Regular Members for a two-year term. One shall be elected in even-numbered years, the other in odd-numbered years.

a.       The Secretary/Public Relations Director, elected in odd-numbered years, shall be the primary public relations officer of the Association and shall chair the Nominating Committee.
Additional duties of the Secretary/Public Relations Director include the keeping the minutes of all proceedings of the Board of Directors and the minutes of meetings of the Association Membership in books provided for that purpose. He/She shall have custody of such books and records as required to perform the duties of the office, shall keep available a copy of the bylaws at each meeting, and shall have such other duties as may be assigned to him/her by the Commodore or by the Board of Directors. The Secretary/Public Relations Director shall publish a summary of the actions taken at each Association meeting in the newsletter most closely following that meeting.

b.      The Newsletter Editor/Publisher, elected in even-numbered years, shall be responsible for publishing 12 monthly newsletters, annually.

D. Board of Directors

  1. Composition:

The Board of Directors shall consist of the five Directors, as described in paragraph C, preceding. The Commodore shall chair the Board of Directors.

  1. Quorum:

Three Directors, at least one of whom shall be the Commodore or the Vice Commodore, shall constitute a quorum of the Board of Directors.

  1. Meetings:

Meetings of the Board of Directors shall be held whenever called by the Commodore or by any three Directors.

 

E. Election of Officers and Directors

  1. In the June newsletter all Regular Members will be sent a nomination form with blanks for each office to be elected that year. Each Regular Member is permitted to nominate a different eligible candidate for each office. Nominations must be received by the Public Relations Director within twenty days of the publication date of the newsletter.
  2. The Nominating Committee, consisting of the two Directors, a Regular Member chosen by them, and the Commodore or Vice Commodore (as a non-voting committee member) will meet in July to tally the nominations. They will contact candidates to determine their willingness to serve. The Nominating Committee will determine a single slate of candidates consisting of the member with the most nominations who is willing to run for each office. A member may run for only one office in each election, and he/she will be required to choose one office if nominated most often for more than one office. In the case of a tie, the voting members of the Nominating Committee will choose which candidate to include in the slate. Where no willing candidate has been nominated by the Regular Members, the Nominating Committee shall contact and choose one, and include him/her on the slate of candidates.
  3. The Nominating Committee will publish the slate of candidates in the August newsletter and announce it at the September meeting.
  4. During September, the Commodore will also accept nominations from the floor for any and all offices. A person nominating from the floor must have secured a statement of willingness to serve from the nominee before making the nomination. Regular Members in attendance will vote. The ballot will include the names of the candidates determined by the Nominating Committee, and those nominated-at-large, if any, for each office. The ballots will be counted during the meeting and winners announced. In the case of a tie, members will immediately recast votes for that office. If a tie remains, the voting members of the Nominating Committee will immediately determine the winner.
  5. Absentee ballots will be available to those with pressing reasons for missing the voting meeting, but they must be requested from the Secretary/Public Relations Director at least two weeks prior to that meeting. They must be signed and have a return postmark dated at least one week prior to the September meeting.

F. Vacancies

  1. If the office of Commodore becomes vacant, the Vice Commodore shall succeed to the office of Commodore.
  2. If the office of Vice Commodore becomes vacant, the Treasure shall succeed to the office of Vice Commodore.
  3. If any other Office or Directorship becomes vacant, the Office or Directorship shall be filled from among eligible Regular Members by appointment by the Commodore, subject to the approval of the Board of Directors, until the next general election.

G. Tenure of Office

  1. The term of office for each elected Officer or Director, except the Treasurer, shall be from the time of his/her installation at the annual meeting of the year in which he/she was elected, or from the time of his/her appointment by the Commodore, until his/her successor shall have been installed. The full term of each elected office shall be one year, except for Directors, which shall have a term of two years, as described in Section C.2. above. A Regular Member may be re-elected to the same office, except that the office of Commodore shall not be held for more than two consecutive terms by the same Regular Member. The number of sequential terms served by the Newsletter Editor/Publisher shall not be limited so long as the candidate is nominated and elected each term.
  2. Any Officer or Director may be suspended from his/her office for lack of interest, for malfeasance in office, or for conduct prejudicial to the best interests of the Association, by a vote of at least four members of the Board of Directors. The suspension must be ratified by a vote of at least two-thirds of the Regular Members in attendance at the next membership meeting where a quorum is present in order for the suspension to become a permanent removal from office.
    1. Any Officer or Director may also be removed from office without action of the Board of Directors for the reasons stated herein. Such removal requires a two-thirds vote of the Regular Members in attendance at a membership meeting where a quorum is present, acting on a motion from the floor.
    2. Any Officer or Director so removed from office may be restored to office by a petition for such restoration signed by at least fifty percent of the Regular Members of the Association who were Regular Members as of the date of said removal. Any such petition, in order to be effective, shall be received by the Secretary/Public Relations Director not more than sixty days after the date of removal.

H. Recognition of past Officers and Directors

At each annual meeting the outgoing Commodore will present past Officer flags to Officers and Directors who have served during his/her command and whose boats have not previously been awarded such a flag.

 

I. Recognition of the incoming and outgoing Commodore:

At each annual meeting the outgoing Commodore will present past Officer flags to Officers and Directors who have served during his/her command and whose boats have not previously been awarded such a flag;

the outgoing Officers and Directors will present the incoming Officers and Directors their respective flags after the incoming Officers and Directors have been sworn into office;

the outgoing Commodore will present the incoming Commodore the Commodore's flag after the incoming Commodore has been sworn into office. If the incoming Commodore's boat possesses a past Officer flag and no other member of the incoming Commodore's crew is a past Officer, then the incoming Commodore shall surrender the past Officers flag at that time. The incoming Commodore will then present the outgoing Commodore a past Commodore flag if the outgoing Commodore's boat does not already have one.

 

IV. DUES

A. Association

The Association shall be a not-for-profit organization financed with minimal dues.

B. Dues Schedule

The Board of Directors will propose at the annual planning meeting a dues schedule for the following year, to be approved or modified by the membership at that meeting. Said schedule shall include provision for Regular, Associate, and a Household Membership. Household Membership shall carry with it the right to designate two adult boat-owners in the same household as Regular Members, with all the rights and privileges thereof. Designation of the two Regular Members shall be made at the time of payment of the Household Membership. If, during any membership year for which dues have been paid, an Associate Member becomes qualified for and desires Regular Membership, he/she shall pay the difference between the Regular and Associate Member dues.

C. Annual Dues

Annual dues shall be due and payable on the first day of each calendar year and shall become delinquent on the first day of March.

D. Delinquency

The Treasurer shall mail, on the first day of March, a final notice to all members whose annual dues are then delinquent; advising such members that failure to pay such dues by the first day of April will result in automatic de-enrollment from Association Membership. The late payment fee of five dollars will be assessed on anyone re-enrolling during the same year in which they have been de-enrolled for late payment of dues.

E. Treasury Balances

If the Association projects a year end balance in excess of five hundred dollars, the outgoing Board of Directors shall recommend a course of action to the incoming Board of Directors, which may include a reduction of the following year's dues that will equal the surplus. Recommendation of the assessment of dues to the Association shall be the sole responsibility of the incoming Board of Directors and approved by vote of the Association.

V. SPECIAL ASSESSMENT

A. Procedures

  1. Proposals for special assessments shall be approved by a majority of the Board of Directors or by a petition of one-third  (1/3) of the Regular Members, who shall then submit the proposal in writing to all Regular Members in ballot form with a return envelope marked "Ballot" and addressed to the Secretary/Public Relations Director.
  2. The Board of Directors shall meet not less than fifteen days, or more than twenty days subsequent to the date on which the proposal was mailed to the Regular Members. At such meeting, the Secretary/Public Relations Director shall open all "Ballot" envelopes then received, in the presence of the Board of Directors. Votes "For" and "Against" the proposed special assessment shall then be tallied and verified by at least two Directors.

B. Authorization of Special Assessment

  1. If at least two-thirds of the Regular Membership, as described in paragraph A.1 preceding, is "For" the proposal, the special assessment shall be deemed to be authorized by the Membership.
  2. The Secretary/Public Relations Director shall mail statements to Regular Members covering such special assessment on the assessment date specified by the Board of Directors.
    1. Special assessments shall be due and payable within thirty days of the assessment date, and shall become delinquent thereafter.
    2. On the thirtieth day after the assessment date, the Secretary/Public Relations Director shall mail a final notice to all members whose special assessments are then delinquent advising them that failure to pay such special assessment prior to the sixtieth day after the assessment date will result in automatic de-enrollment from Association Membership. Dues for that year are non-refundable for those so de-enrolled.

 

VI. MEMBERSHIP MEETINGS

A. Annual Meetings:

The Annual Meeting of the Association Membership, for the purpose of installing Officers and Directors, shall be held each year during the month of November/December at such place and time as may be set by the Board of Directors.

B. Membership Meetings:

Meetings of the Membership shall be held whenever called by the Board of Directors. Notice of each meeting stating the place, and time shall be included in the monthly newsletter sent by mail to the last known address of each Regular Member.

C. Quorum:

At any Membership meeting, twenty-five percent of the current number of Regular Members as of the date of the meeting, as well as the Commodore or the Vice Commodore or, in their joint absence, the two remaining Directors, shall constitute a quorum. A quorum shall be required in order to conduct Association business, with the following exceptions:

1.      At any Membership meeting where a quorum is not present, matters of business affecting the association may be discussed and, upon a majority vote of the Regular Members present, tabled until the next meeting of the membership.

2.      Any business so tabled may be acted upon at the next meeting of the membership, whether or not a quorum is present. No other matters not previously tabled at a meeting without a quorum may be acted upon unless a quorum is present.

3.      It is the intent of the preceding paragraphs to allow the continuation of Association business if, for any reason, participation of a quorum of Regular Members is not gained over a span of two or more meetings.

D. Voting:

Only Regular Members are entitled to vote. A majority of the Regular Members present and voting shall prevail except as otherwise provided herein. Voting by proxy shall not be permitted.

 

VII. COMMITTEES AND APPOINTMENTS

A. Safety Committee

  1. On assuming office, the Commodore may appoint a Safety Officer.
  2. If desired, the Safety Officer may appoint Regular Member(s), at large, to serve as an ad hoc Safety Committee:
  3. The Safety Committee shall:
    1.  Furnish guidance in outfitting, maintenance and operation of Member's craft.
    2. Be alert for unsafe practices and conditions and shall take appropriate steps toward the remedy of unsafe matters.

B. Auditing Committee

  1. On assuming office, the Commodore shall appoint an Auditor and Assistant Auditor.
  2. The auditors shall audit financial records:
    1. Of the serving Treasurer.
    2. When the Treasurer is unable or unwilling to complete his/her term of office.
    3. At any other time the Commodore or Board of Directors deems desirable.

C. Judge Advocate

On assuming office, the Commodore may appoint a Judge Advocate who will render assistance and counsel to the Commodore and to the Board of Directors in matters affecting the Association. Any expense associated with or incident to such appointment shall require advance approval of the Board of Directors.

 

D. Activities Committee

On assuming office, the Vice Commodore may appoint Regular and Associate members as needed to serve on an ad hoc Activities Committee. The Treasurer and Secretary/Public Relations Director shall be members of the Committee.

  1. The Activities Committee shall be responsible for planning events not otherwise described above.
  2. The organizer of any Association-sponsored event should submit to the Membership before the event an estimate of any expenses of the event and plans to recover all expenses from the participants of the event. If the Membership approves the plan, expenses that exceed receipts will be paid from the Association treasury. Receipts that exceed actual expenses will be turned over to the Association treasury.
  3. The Treasurer shall be notified when any planned event may require expenditure of any Association funds.

 

E. Nominating Committee

The Nominating Committee shall be chaired by the Secretary/Public Relations Director and shall consist of the two Directors and a Regular Member chosen by them, and the Commodore or Vice Commodore as a non-voting member. It shall function as described in Section E.2. above.

 

F. Newsletter Editor/Publisher:

On assuming office, the Newsletter Editor/Publisher, as described in Section C.2.b. above, will be in charge of publishing a monthly newsletter to be sent to each Associate, Regular, and Household membership at their last known address. This newsletter will be the official means of communication of the Association. All expenses for its publication and delivery will be assumed by the Association.

 

VIII. RESIGNATION, DE-ENROLLMENT AND REINSTATEMENT

A. Resignation in Good Standing:

Any member wishing to resign shall submit his/her resignation in writing to the Secretary/Public Relations Director. He/She shall be considered to have resigned in good standing if dues for the current year, all current special assessments, and any other financial obligations to the Association have been paid. No refund of dues or special assessments shall be made, except that in hardship cases an appropriate refund may be authorized by the Board of Directors.

 

B. De-enrollment for Non-Payment of Dues, Special Assessments or Other Financial Obligations to the Association:

Members shall be de-enrolled for non-payment of dues or special assessments as provided in Section V and VI preceding, and for failure to meet any other financial obligation to the Association within sixty days after such obligation became due and payable. Any member so de-enrolled may apply for readmission following the same procedures and monetary requirements set forth in Section II preceding, except that the application shall also be accompanied by a second check covering any unpaid financial obligation to the Association.

 

C. De-enrollment for Prejudicial Conduct

  1. A member may be de-enrolled for conduct prejudicial to the purpose of or the best interests of the Association.
  2. Any Regular Member charging another member with prejudicial conduct shall submit such charges to the Board of Directors in writing.
  3. Upon receipt of such charges, the Board of Directors shall constitute itself as a Court, the presiding officer of which shall be the Commodore, and the counsel for which shall be the Judge Advocate. If no Judge Advocate has been appointed as of the time of receipt of the charges, the Commodore shall appoint a Judge Advocate prior to convening the Board of Directors as a Court.
  4. The Court shall be guided by generally accepted procedures as to notifying the defendant member of such charges, receiving of evidence, and conduct of proceedings so as to assure that the interests of the defendant member as well as the interests of the Association are fully protected.
  5. On an affirmative vote of at least six members of the Court, a member shall be found guilty of prejudicial conduct and shall be dissenrolled from Association Membership.

a. A member so de-enrolled may be reinstated by a petition for such reinstatement signed by at least fifty percent of the Regular Members of the Association who were Regular Members as of the date of de-enrollment. Such petition, to be effective, shall be received by the Secretary/Public Relations Director not more than sixty days after the date of such de-enrollment.

b. A member so de-enrolled, who is not reinstated by petition, may re-apply for membership not less than one year after the date of his/her de-enrollment. Such application for readmission shall follow the same procedures and monetary requirements set forth in Section II preceding.

IX. RULES OF ORDER

Except as may otherwise be prescribed herein, conduct of meetings and procedures of Boards and Committees shall be in accordance with the latest revision of Roberts' Rules of Order.

 

X. AMENDMENT OF BYLAWS

These bylaws may be amended, modified or repealed by the Board of Directors, subject to the approval of a majority of the Regular Members at any announced meeting or by electronic vote, provided that notice of the intent to do so is included in the notice of the meeting and a copy of the proposed amendment, modification or repeal accompanies such notice.

 

DEFINITIONS TO ACCOMPANY THE BYLAWS OF THE MARK TWAIN LAKE SAILING ASSOCIATION

Sailboat:

A watercraft designed for and capable of sustained controlled motion toward a desired destination by power of wind alone.

Sailboat Owner:

Any individual owning at least 25% of a Sailboat.

Regular Member:

Sailboat owner 21 years of age or older who is current in all financial obligations to the Association.

Associate Member:

Any paying member not a Regular Member.

Director:

A member of the Board of Directors.

Malfeasance:

Wrongdoing or misconduct, especially in handling the duties of an office.

Example: An official who accepts graft is guilty of malfeasance.

Prejudicial:

Causing prejudice or harm; injurious, detrimental, as in to injure or harm by some judgment.

 

rainbow
 


mtlsaweb@mtlsa.missouri.edu (Updated: 01/20/2007)