AMENDED AND RESTATED

BY-LAWS
of the

DULUTH KEEL CLUB

(Effective October 15, 2016)

Section 1: NAME

SECTION 1.1 This corporation shall be known as the DULUTH KEEL CLUB, INC. hereafter called the Club. In the event the name “Duluth Yacht Club” is available, the Board of Directors shall adopt “Duluth Yacht Club” as an assumed named (“d/b/a”) for the corporation.

Section 2: PURPOSE

SECTION 2.1 The purpose of this club shall be to act in the best interest of sailing; to create, foster and encourage a camaraderie amongst all sailors and boaters in the Duluth -Superior area; to support that which is in the best interest of sailing and boating as a sport and recreation.

SECTION 2.2 It shall offer, through membership in duly organized and recognized and sail racing organizations on Lake Superior and the Great Lakes, sanction of local and locally sponsored races by the United States Sailing Association (US Sailing), or its successors.

Section 3: MEMBERSHIP

SECTION 3.1 Any person who is 18 years of age or over may apply for membership in this club.

SECTION 3.2 Classification of membership shall be Individual, Family, Crew, Social or Student. Family membership shall be defined as domestic partners, including their children under 18 years of age. A person holding an Individual or Family membership shall have full rights to participate in all club events, including voting in all Club elections on any subject except limited by these By-Laws. A person holding a Crew, Social or Student membership shall have the right to participate in all Club events, but shall not have the right to vote in any Club elections or to hold any Club office, or serve on the Board of Directors.

SECTION 3.3 Any person who desires to become a member of this club shall make application to any Officer or Committee Chair, accompanied by a remittance for the first year's annual dues.

SECTION 3.4 The Board of Directors on its own motion, or on written complaint of any member, may consider expulsion of any member for cause. This member shall be notified of such consideration in writing and be given an opportunity to be heard by the Board of Directors. Such expulsion for cause will be made by a two-thirds (2/3) majority vote of the Board of Directors.

SECTION 3.5 Any member may resign by giving written notice to the Board of Directors and provided that the member has no outstanding debts to the Club.

SECTION 3.6 Members who are not owners, or part owners, of sailboats that qualify for any generally accepted US Sailing rating system may comprise no more than one third (1/3) of the Board of Directors of the Club.

Section 4: FEES AND DUES

SECTION 4.1 The annual membership dues of members shall be determinedby the Board of Directors prior to January 1 of each year, and shall be payable by all members on or before the dates determined by the Board.

SECTION 4.2 In addition to annual membership dues, members shall pay annual racing fees for the racing activities of the Club in which they wish to participate. The annual fees and dues shall be determined by the Board of Directors prior to January 1 of each year.

SECTION 4.3 In addition to annual membership dues and racing fees, each member shall pay special assessments which may be determined necessary by the Board of Directors from time to time.

SECTION 4.4 A member shall be considered "not in good standing" if he or she has failed to pay his or her dues. A member not in good standing shall be suspended from all privileges afforded a member of his or her classification. Reinstatement shall be upon payment in full of all past due bills.

Section 5: BOARD OF DIRECTORS AND OFFICERS

SECTION 5.1 The elective Officers of the Club shall be Chief Executive Officer, who shall also be known as Commodore; Assistant Executive Officer who shall also be known as Vice-Commodore; Secretary; and a Chief Financial Officer who shall also be known as Treasurer. They shall hold office for one (1) year and until their respective successors are elected and qualified. No Commodore shall serve more than two (2) consecutive terms. The officers shall be elected by the members at the annual meeting of the Club.

SECTION 5.2 The Board of Directors shall be composed of the Commodore, Vice-Commodore, Secretary, Treasurer, immediate past Commodore, and six (6) members elected to the board by the members at the annual meeting of the Club. The six elected members of the Board shall serve staggered two (2) year terms so that three members shall be elected to the Board each year. The Commodore shall be the chair of the Board of Directors during his or her term in office.

Section 6: DUTIES AND POWERS OF OFFICERS AND DIRECTORS

SECTION 6.1 BOARD OF DIRECTORS. The Board of Directors shall have the power and the duty to control and manage all the affairs of the Club, make purchases, provide for expenditures, including the preparation of an annual budget, and otherwise administer the affairs of the Club in such a manner as may be necessary to carry out its purposes and objectives. The Board of Directors shall fill all vacancies in elective offices; vacancies in the Board of Directors which occur in the six seats elected by the membership shall be filled by a vote of the membership. Any Director may be removed by a two-third (2/3) vote of the membership.


             

   
       
   

SECTION 6.2 COMMODORE. The Commodore shall be the Chief Executive Officer of the Club; and he shall enforce the rules and general provisions respecting the conduct of members and welfare of the Club and shall preside at all meetings of the Committees. The Commodore shall, subject to the approval of the Board of Directors, appoint standing committees and such other committees as the Commodore deems necessary, except as otherwise provided in these By-Laws; and from time to time, may appoint and send delegates or representatives of the Club to any meetings, convention or regatta, including the delegates to the Regional Yachting Association. With the Secretary, the Commodore shall sign all written contracts and obligations of the Club which have been approved by the Board of Directors.

SECTION 6.3 VICE-COMMODORE. The Vice-Commodore shall perform such duties as from time to time shall be prescribed by the Board of Directors or the Commodore, and, in the temporary absence of the Commodore, shall perform the duties of that office. The Vice-Commodore shall be responsible for appointing a membership chairman and overseeing all membership activities, which will include promoting new memberships, maintaining current memberships, and updating the membership roster.

SECTION 6.4 SECRETARY. The Secretary shall keep the minutes of the meetings of the Club and of the Board of Directors, such minutes at all reasonable times shall be open to the inspection of the members of the Club, and a summary of such minutes shall be published in the Newsletter immediately following a Club or Board meeting; and shall notify applicants of their election to and transfer of membership, issue notice of all meetings of the Club, keep a roll of the members, act as custodian and keeper of all Club records, sign with the Commodore all written contracts and obligations which have been approved by the Board of Directors and perform such other duties as from time to time prescribed by the Board of Directors or the Commodore. The Secretary will compile year end reports from current committee chairpersons and forward these reports to the incoming secretary.

SECTION 6.5 Treasurer. The Treasurer shall receive and hold all monies and securities belonging to, or receivable by, the Club and pay the amount in such a manner as shall be designated by the Board of Directors; shall have charge of the accounting and financial statement of the Club's operations for the preceding year and report thereon at the annual meeting; and shall perform such other duties as from time to time may be prescribed by the Board of Directors or the Commodore.

Section 7: ELECTION PROCEDURES

SECTION 7.1 NOMINATING COMMITTEE. The Nominating Committee shall consist of five (5) members elected by the membership at the annual meeting. Any vacancy on the Committee shall be filled by the Board of Directors. Said Committee shall nominate a member of the Club for each office, including that of Directors, to be filled at the annual meeting and shall certify said nominations to the Secretary of the Club on or before the annual meeting. All candidates must have agreed to serve if elected.

SECTION 7.2 ALTERNATE NOMINATION. Alternate nominations may be made from the floor before the time of election. Members may be nominated for more than one position. A member may hold only one position at a time. All candidates must have agreed to serve, on the floor or in writing.


             

   
       
   

SECTION 7.3 QUALIFIED VOTERS. Only Individual members and Family members aged 18 or over whose indebtedness to the Club is paid up shall be entitled to vote at such meetings. Eligibility to vote shall be determined from the records of the Treasurer on the day of the annual meeting.

SECTION 7.4 PROXY VOTES. A member entitled to vote may vote in person or by written proxy for election of Officers and Board of Directors.

Section 8: STANDING COMMITTEES

SECTION 8.1 GENERAL. The standing committees shall have such powers and duties as may be delegated to them by these By-Laws or from time to time by the Board of Directors or the Commodore. All actions taken by any committee shall be subject to approval by the Board of Directors.

SECTION 8.2 MEMBERSHIP COMMITTEE. The membership committee shall have three (3) or more members appointed by the Vice-Commodore. It shall keep a current list of members and their status regarding membership classification and dues, race fees, and special assessments which shall be submitted to the Secretary for the official records. It shall conduct membership drives and membership retention campaigns, and shall be responsible for making recommendations to the Board and officers of the Club regarding the needs and wants of the Club's membership.

SECTION 8.3 RACE COMMITTEE. The Chair of the Race Committee shall be appointed by the Commodore. The Race Committee shall have five (5) or more members appointed by the Race Committee Chair. Members shall be appointed so that each racing class has representation on the Committee. It shall arrange for and have complete charge of all yacht races held by or under the auspices of the Club. It shall keep accurate minutes of its meeting and records of its expenses and record and publish the results of all yacht races. It shall specify the terms, conditions and conduct of all races, the eligibility of yachts and the recognition or division of rating groups, classes, or fleets for purposes of competition and offering of prizes. All of the above shall be approved by the Board of Directors.

SECTION 8.4 PROTEST COMMITTEE. The Chair of the Protest Committee shall be appointed by the Commodore. The Protest Committee shall have three (3) or more members appointed by the Chair of the Protest Committee. Jurists for protest hearings may be selected from the membership. Any protest in connection with races shall be heard by the Protest Committee and its decision shall be fmal. If one or more members of the Protest Committee are involved in the protest, the Commodore, or in his absence any of the past Commodores (beginning with the most recent) will substitute on this Committee, provided that such person is not involved with the protesting parties.


             

   
       
   

SECTION 8.5 SOCIAL COMMITTEE. The Chair of the Social Committee shall be appointed by the Commodore. The Social Committee shall have three (3) or more members appointed by the Chair of the Social Committee.

SECTION 8.6 TRANS-SUPERIOR RACE COMMITTEE. The Chair of the Trans-Superior Race Committee shall be appointed by the Commodore. The Trans-Superior Race Committee shall have three (3) or more members appointed by the Chair of the Trans-Superior Committee, one of which shall serve as Treasurer of the Committee. It shall keep full and accurate books of account regarding income and expenditures related to the Trans-Superior Race and shall have full and complete responsibility and authority to conduct the Trans-Superior Yacht Race at times and under such conditions and in such manner as it shall determine subject to approval by the Board of Directors. The Treasurer of the Trans-Superior Committee shall be required to submit all accounting records to the Club Treasurer for inclusion in annual reports.

Section 9: MEETINGS

SECTION 9.1 ANNUAL MEETING. The regular annual meeting of the members of the Club shall be held no later than the last day of October each year. The date of the regular annual meeting shall be determined by the Board of Directors. Notice of the date, time and location of each such meeting, or any adjournment thereof, shall be conspicuously posted on the Club’s official website no less than ten (10) days prior to the meeting. In addition, an the Secretary shall use good faith efforts to send notice of the date, time and location of the meeting to all member no less than ten (10) days prior to the meeting using their last known email address.

SECTION 9.2 SPECIAL MEETINGS. Special meetings of the members may be called by the Commodore, or by a majority of the Board of Directors, at any time.A special meeting of the members shall also be called upon written request delivered to the Secretary by 15% or more of the members of the Club entitled to votestating the object of such meeting. No business other than that stated in the call shall be transacted at such special meetings. Notice of the date, time and location of each such meeting, or any adjournment there, shall be conspicuously posted on the Club’s official website no less than ten (10) days prior to the meeting. In addition, the Secretary shall use good faith efforts to send notice of the date, time and location of the meeting to all member no less than ten (10) days prior to the meeting

SECTION 9.3 QUORUMS. One-fourth (1/4) of the members entitled to vote shall constitute a quorum at all membership meetings of the Club.

SECTION 9.4 BOARD OF DIRECTORS' MEETINGS. Meetings of the Board of Directors may be called at any time by the Commodore, or upon the request of two (2) or more Directors to the Secretary of the Club. Such meetings may take place by radio or telephone if so ordered by the Commodore.

SECTION 9.5 NOTICE OF BOARD MEETINGS. At least three (3) days' notice of all meetings of the Board of Directors shall be given each member thereof, but such notice may be waived in writing by all members of the Board.

SECTION 9.6 QUORUM AT BOARD MEETINGS. Six (6) members of the Board of Directors shall constitute a quorum.

SECTION 9.7 BOARD ACTION WITHOUT MEETING. Any action which might be taken at a meeting of the Board of Directors may be taken without a meeting pursuant to a written resolution signed by all the Directors.

             

   
       
   

SECTION 9.8 ADJOURNMENTS. No business shall be transacted at any meeting of the members, or of the board of Directors, unless a quorum is present, but the meeting may be adjourned from time to time at any given date.

Section 10: FISCAL YEAR

SECTION 10.1 The Fiscal year shall commence on January 1 and end on December 31.

Section 11: CORPORATE SEAL

SECTION 11.1 The corporation shall have no corporate seal.

Section 12: NOTICE

SECTION 12.1 Whenever any notice is required to be given under the provisions of the Minnesota law or under the provisions of the Articles of Incorporation or the By-Laws of the Club, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 13: COMPENSATION

SECTION 13.1 No member, director, officer or employee of or member of a committee of person connected with the Club, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operation of the Club, provided, that this shall not prevent the payment to any such persons of such reasonable compensation for services rendered to or for the Club and affecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Club.

Section 14: INDEMNIFICATION

SECTION 14.1 Each director and officer of the corporation, whether or not then in office, shall be indemnified by the corporation against reasonable costs and expenses (including counsel fees) incurred by him in connection with any action, suit or proceeding to which he may be a party by reason of his being or having been director or officer of the corporation, except in relation to matters as to which he shall finally be adjudged in such action, suit or proceeding to have been derelict in the performance of his duties as such director or officer; and the foregoing right of indemnification shall not be exclusive of other rights to which he shall be entitled as a matter of law.

Section 15: AMENDMENTS

SECTION 15.1 The By-Laws may be made or amended at any meeting of the membership by a vote of a majority of the members present after such amendments have been proposed and submitted to the entire meeting in writing, and proper notice given as herein required.