BYLAWS ARTICLE I – NAME
This organization shall be known as the Space Coast Sailing Education Foundation, Inc., at times hereinafter referred to as the SCSEF or “Space Coast Sailing Education Foundation”.
ARTICLE II – SPONSORING ORGANIZATIONS
The Space Coast Sailing Education Foundation, Inc., is sponsored and organized under the auspices of the Melbourne Yacht Club, Inc. (hereinafter the “MYC” or “Melbourne Yacht Club”) and the Eau Gallie Yacht Club, Inc. (hereinafter the “EGYC” or “Eau Gallie Yacht Club”). The MYC and EGYC shall each retain the right, at their sole option, to appoint at least two sevenths (2/7) of the members of the Board of Directors of the SCSEF. Either MYC or EGYC may at their sole discretion, relinquish this right at any time. Explanations of this right are further set forth herein.
ARTICLE III – OBJECTIVE
The primary objective of the SCSEF shall be to promote the sport of sailing for the benefit of residents of the Space Coast and surrounding areas in an environment which stresses safety, good sportsmanship, honesty, loyalty, courage, respect for authority and respect for the community.
To achieve these objectives, the SCSEF will promote the sport of sailing to the residents of the Space Coast and the surrounding areas by providing a supervised program of sailing instruction, racing and regattas. All SCSEF Directors, Officers and participants shall bear in mind that the attainment of exceptional athletic skill or the winning of races and regattas is secondary, and the molding of future citizens is of prime importance. In accordance with Section 501(c)(3) of the Federal Internal Revenue Code, SCSEF shall operate exclusively as a non-profit educational organization providing a supervised program of sailing instruction, races and regattas. No part of the net earnings shall inure to the benefit of any person or business, and no part of the activities of the corporation shall include the carrying on of propaganda, or otherwise attempting to influence legislation. The corporation shall neither participate nor intervene (including the publication or distribution of statements) in any political campaign on behalf of any candidate for public office at any time.
To protect youths participating in sailing instruction and competition, whether affiliated with the SCSEF, are visitors or are affiliated with visiting organizations, the SCSEF Board of Directors shall adopt rules to ensure that SCSEF officers, directors, contractors, and employees acting in a supervisory capacity and having regular, active direct contact with affiliated or visiting youths are subject to a mandatory background check prior to commencement of service. Volunteers serving under the direct supervision of SCSEF instructors shall not be subject to a mandatory background check.
ARTICLE IV – PARTICIPATION
SECTION 1 – Eligibility
(a) Any person sincerely interested in furthering the objectives of the SCSEF, may apply to become a participant. The Board of Directors, at its option, may review applications and vote to accept or deny an application, or designate a person or committee to review and approve the applications in its stead. Approval of participation shall be made without discrimination on account of race, religious creed, color, national origin, ancestry, mental disability, medical condition, marital status, sex, age or sexual orientation.
(b) Recognizing that sailing is an inherently dangerous activity however, and further recognizing its responsibility to safeguard those taking instructions from the SCSEF, its Board of Directors may refuse or revoke the participation rights of any participant it determines to present a danger to the lives, safety, or welfare of the participant or other participants.
SECTION 2 – Classes
In recognition of changing conditions and needs, the classes offered shall be established and defined by the Board of Directors of the SCSEF, and recorded in the minutes of the meeting in which they were defined.
SECTION 3 – Other Affiliations
Participants shall not be required to be affiliated with another organization or group to participate in SCSEF.
SECTION 4 – Suspension or Termination
The SCSEF Board of Directors, by a two-thirds vote of those present at any duly held and constituted meeting, shall have the authority to discipline, suspend or terminate the participation rights of any participant when the conduct of such person is considered detrimental to the best interests of the Space Coast Sailing Education Foundation. In addition, a committee appointed by the SCSEF Board of Directors for that purpose, by a two-thirds vote of those present at any duly held and constituted meeting, shall have the authority to discipline, suspend or terminate the participation rights of any participant when the conduct of such participant is considered detrimental to the best interests of the Space Coast Sailing Education Foundation.
The participant involved shall be notified of such meeting, informed of the general nature of the charges and given an opportunity to appear at the meeting to answer such charges. If the proposed discipline, suspension, or termination is of a participant under the age of 18, the Board of Directors shall give notice to the parent(s) or guardian(s) of the participant. The parent(s) or guardian(s) may appear with the participant in the capacity of an advisor before the Board of Directors or a duly appointed committee. The Board of Directors or the committee shall have full power to suspend or revoke such participant’s right to future participation. If either the parent(s) or guardian(s) of the participant, or the participant, fail to appear after having been given notice, the Board of Directors, or the committee, may dispose of the matter at its sole discretion.
ARTICLE V – TUITION FEES
Tuition fees for participants will be fixed at such amounts as the Board of Directors shall determine prior to the beginning of any instructional period.
Participants who fail to pay their fixed dues within thirty (30) days from the time the same shall become due may, by a majority vote of the Board, be dropped from the rolls and shall forfeit all rights and privileges of participation.
Participants participating on a Race team may be assessed a reasonable monthly participation fee as a parent’s obligation to assure the operational continuity of the SCSEF Race Team. The amount of this fee will be set by the Board of Directors of the SCSEF.
Participants participating in the Summer Camp Instructional Sessions will be assessed a reasonable participation fee, set by the Board of Directors, to assure the operational continuity of SCSEF programs.
ARTICLE VI – BOARD OF DIRECTORS
SECTION 1 – Selection of the Board
MYC and EGYC, the sponsoring organizations, shall each have the right to name two members of the Board of Directors of the Space Coast Sailing Education Foundation, Inc. At any time the MYC or the EGYC may at their sole discretion, relinquish their right to name persons to the Board of Directors of the SCSEF.
SECTION 2 – Board and Number
The management of the property and affairs of the SCSEF shall be vested in its Board of Directors. The Board of Directors shall initially consist of seven (7) directors. The number of directors may be increased by unanimous vote of the SCSEF Board of Directors.
The Melbourne Yacht Club will select two (2) initial Directors, and the Eau Gallie Yacht Club will select two (2) initial Directors. The Directors named and selected by the Melbourne Yacht Club and Eau Gallie Yacht Clubs shall then elect the balance of the Board of Directors from the community, the criterion for their selection being that they are deemed to have qualities that will contribute to the longevity and continued success of the SCSEF.
Regardless of the number of directors on the SCSEF Board of Directors, MYC and EGYC shall each appoint not less than two sevenths of the directors until such time as either or both relinquish their its right to do so. At least thirty (30) days prior to the end of each SCSEF fiscal year, the MYC and EGYC Boards of Directors shall appoint or re-appoint individuals to replace those appointed by it whose term of office is expiring.
Prior to MYC’s or EGYC’s relinquishment of their right to name directors to the SCSEF Board of Directors, the SCSEF Board of Directors shall establish procedures governing the nomination and election of directors of the SCSEF.
SECTION 3 – Term of office
In order to provide continuity of management of the Space Coast Sailing Education Foundation, Inc., effective January 31, 2017, terms of all current directors shall be terminated, to be replaced, re-appointed or re-elected, as set forth herein. The first terms of elected or appointed replacement directors serving subsequent to January 31, 2017, shall be staggered to ensure future continuity of management of the SCSEF. One of the directors appointed by the MYC and one of the directors appointed by the EGYC board shall serve for a one year term, and the other shall serve for a two year term. Two of the directors chosen by those initial directors shall serve for a two year term, and the other shall serve for a one year term. All appointments or elections in subsequent years shall be for a term of two (2) years unless the appointment/election is to fill a vacancy on the SCSEF Board of Directors, in which case the term shall be for the balance of the term of the director being replaced.
SECTION 4 – Vacancies
If any vacancy occurs in the Board of Directors, by death, resignation or otherwise, it may be filled by the Melbourne Yacht Club, if the departed Director was one selected by the MYC, by the Eau Gallie Yacht Club, if the departed Director was one selected by the EGYC, or by a majority vote of the remaining directors of the SCSEF at any regular meeting, or at any special meeting called for that purpose, if the departed Director was selected by the Board.
SECTION 5 – Meetings, Notice and Quorum
Regular meetings of the Board of Directors shall be held following its election at the beginning of the new fiscal year and on such days thereafter as shall be determined by the Board. The President or the Secretary may, whenever they deem it advisable, issue a call for a special meeting of the Board of Directors. Notice of each meeting shall be given by the Secretary to each director either by mail at least three (3) days before the time appointed for the meeting to the last recorded address of each director, or by telephone, electronic messaging or personal notice, at least forty-eight (48) hours preceding the meeting. In the case of special meetings, such notice shall include the purpose of the meeting and no matters not so stated may be acted upon at the meeting.
A majority of directors shall constitute a quorum for the transaction of business, and any business conducted when a quorum is present shall constitute an enforceable action of the Board other than when more restrictive voting requirements are specifically set forth herein.
SECTION 6 – Duties and Powers
The Board of Directors shall have the power to appoint such standing committees, as it shall determine appropriate and to delegate such powers to them as the Board shall deem advisable and which it may properly delegate.
The Board may adopt such rules and regulations for the conduct of its meetings and the management of the SCSEF, as it may deem proper.
The Board shall have the power by a two-thirds vote of those present at any regular or special meeting to discipline, suspend or remove any Director, Officer or Committee Member of the SCSEF, when the conduct of such person is considered detrimental to SCSEF’s best interests.
An annual report, verified by its President and Treasurer and a majority of Directors, showing the whole amount of real and personal property owned by the SCSEF, shall be made available to participants, their parents/guardians and others approved by the Board of the SCSEF. The report shall show where located, the amount, value and nature of the property, and that acquired during the year immediately preceding. The report shall also show the balance of available funds, their source and those expended during the year immediately preceding.
SECTION 7 – Order of Business
At regular meetings of the Board of Directors, the following order of business is recommended:
a. Roll call, establishment of quorum, and approval of agenda
b. Reading of minutes of previous meeting
c. Report of Treasurer
d. Reports of officers
e. Report of Secretary
f. Reports of committees
g. Old business
h. New business
i. Date of next meeting
ARTICLE VII ·COMMITTEES
SECTION 1 – Committees
The Board of directors may name committees it deems necessary or appropriate. Such committees may consist of members of the Board of Directors, participants and others approved by the Board, or any combination thereof.
SECTION 2 – Auditing Committee
The Board of Directors shall appoint an Auditing Committee consisting of one (1) Director and two (2) members. The President, Treasurer or signatories of checks are not eligible. The Committee will review the SCSEF’s books and records annually prior to the Annual Meeting and attach a statement of their findings to the annual financial statement of the President and Treasurer; or may, if directed by the Board of Directors, secure the services of a Certified Public Accountant to accomplish such review.
ARTICLE VII- OFFICERS, DUTIES AND POWERS
SECTION 1 – Election
Within fifteen (15) days following the annual meeting, the Directors present, provided there be a quorum, shall meet for the purpose of electing Officers, appointing committees for the ensuing fiscal year and attending to any other business matters requiring the Board of Directors attention. The sitting commodore of MYC shall determine the time and location of the first organizational meeting. Thereafter, the presiding officer from the prior fiscal year will set the time and place for subsequent organizational meetings.
SECTION 2 – Officers
The officers of the SCSEF shall consist of a President, a Vice-President, a Secretary, and a Treasurer, all of whom shall hold their offices for the ensuing fiscal year or until their successors are duly elected.
The Board of Directors may appoint such other persons as it may deem necessary or desirable to perform the functions of the SCSEF. The Board of Directors will prescribe the powers and duties of each person so appointed and fill any vacancies that may subsequently occur. Appointed persons shall have no vote on actions taken by the Board of Directors unless such individuals are members of the SCSEF Board of Directors.
SECTION 3 – President The President shall:
Conduct the affairs of the SCSEF and execute the, policies established by its Board of Directors.
Present a report of the condition of the SCSEF to those authorized by the Board either by mail or at an Annual Meeting.
Communicate to the Board of Directors such matters as deemed appropriate and make such suggestions as may tend to promote the welfare of the SCSEF.
Be responsible for the conduct of the SCSEF in strict conformity to the policies, principles,
rules and regulations of the SCSEF.
Designate in writing other officers, if necessary, to have power to make and execute for/and in the name of the SCSEF such contracts and leases they may receive and which have had prior approval of the Board.
(f) Investigate complaints, irregularities and conditions detrimental to the SCSEF and report thereon to the Board or Executive Committee as circumstances warrant.
(g) With the assistance of the Treasurer, prepare and submit an annual budget to the Board of Directors and be responsible for the proper execution thereof.
SECTION 4 – Vice-President
In case of the absence or disability of the President, and provided he/she is authorized by the President or Board to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of that office, and shall have such other duties as from time to time may be assigned by the Board of Directors or by the President.
SECTION 5 – Secretary
The Secretary shall:
Be responsible for recording the activities of the SCSEF and maintain appropriate files, mailing lists and necessary records.
Perform such duties as are herein specifically set forth, in addition to such other duties as are customarily incident to the office of Secretary, or as may be assigned by the Board of Directors.
Maintain a list of all, Directors and committee members and give notice of all meetings of the SCSEF, the Board of Directors and Committees.
Keep the minutes of the meetings and cause them to be recording in a book kept for that purpose.
Shall conduct all correspondence not otherwise specifically delegated in connection with such meetings and shall be responsible for carrying out all orders, votes and resolutions not otherwise committed.
Notify, Directors, Officers and committee members of their election or appointment.
SECTION 6 – Treasurer
The Treasurer shall:
Perform such duties as are herein specifically set forth and such other duties as are customarily incident of the Office of Treasurer or may be assigned by the Board of Directors.
Receive all monies and securities, and deposit same in a depository approved by the Board of Directors.
Keep records for the receipt and disbursement of all monies and securities of the SCSEF, approve all payments from allotted funds and draw checks therefore in agreement with policies established in advance of such actions by the Board of Directors.
Prepare an annual budget, under the direction of the President, for submission to the Board of Directors at the annual meeting.
Prepare an annual financial report, under the direction of the President, for submission at the annual meeting.
ARTICLE IX – AFFILIATION
SECTION 1 – Charter
The SCSEF shall devote its entire energies to the activities authorized by its Articles and Bylaws and it shall not be affiliated with any other program or organization or operate any other program.
SECTION 2 – Rules and Regulations
The local rules of the SCSEF shall be adopted by its Board of Directors at a meeting to be held not more than one month after the beginning of each Fiscal year. The local rules shall in no way conflict with the rules and regulations of United States Sailing Association.
ARTICLE X – FINANCIAL AND ACCOUNTING
The Board of Directors shall decide all matters pertaining to the finances of the SCSEF and it shall place all income in a common treasury, directing the expenditure of same in such manner as will give no individual or groups of individuals any advantage.
The Board shall not permit the contribution of funds or property to individual sailors or sailing programs but shall solicit same for the common treasury of the SCSEF, thereby to discourage favoritism among individuals and to endeavor to equalize the benefits of the SCSEF.
The Board shall not permit the solicitation of funds in the name of Space Coast Sailing Education Foundation unless all of the funds so raised are placed in the SCSEF treasury
The Board shall not permit the disbursement of SCSEF funds for other than the conduct of SCSEF activities in accordance with the rules and policies of the SCSEF.
No Director or Officer of the SCSEF shall receive, directly or indirectly any salary, compensation or emolument from the SCSEF for services rendered as Director or Officer.
All monies received shall be deposited to the credit of the Space Coast Sailing Education Foundation, Inc., in the Bank and all disbursement shall be made by check. Checks shall be signed by the SCSEF Treasurer and such other persons as its Board of Directors shall determine.
The fiscal year of the Space Coast Sailing Education Foundation, Inc., shall begin on the first day of July and shall end the last day of June.
SECTION 8 – Distribution of Property upon Dissolution
Upon dissolution of the SCSEF, after all outstanding debts and claims have been satisfied, its Directors shall direct the remaining property of the SCSEF to another entity which maintains the same objectives as set forth herein, which are or may be entitled to exemption under Section 50l(c)(3) of the Internal Revenue Code, or any future corresponding provision.
ARTICLE XI – AMENDMENTS
While the MYC and EGYC retain the right to appoint the majority of directors to the SCSEF Board of Directors, these Bylaws may be amended, repealed or altered, in whole or in part by a majority vote of the SCSEF Board of Directors at any duly organized meeting provided notice of the proposed change is included in the notice of such meeting, and further provided that the change is ratified by the respective boards of the MYC and EGYC.
Upon the relinquishment by either MYC or EGYC of their right to appoint a majority of directors to the SCSEF Board of Directors, as set forth in Article II, and Article VI – Section 2, the Bylaws may be amended, repealed, or altered by recommendation of a majority of the SCSEF Board of Directors.
ARTICLE XII – PARLIAMENTARY AUTHORITY
The rules contained in the current edition of “Robert’s Rules of Order” shall govern the SCSEF in all cases where they are applicable and in which they are not inconsistent with these Bylaws or any special rule of order the SCSEF may adopt.
The foregoing Bylaws were approved by a majority vote of the Board of Directors of the Space Coast Sailing Education Foundation, Inc., on the _ day of _________
, 2017, at a meeting duly called in accordance with Article VI, Section 5, of these bylaws.
Secretary, Space Coast Sailing Education Foundation, Inc.