Daingerfield Island Sailing Club Bylaws
1. PURPOSE
The purpose of the Daingerfield Island Sailing Club (DISC) is to promote, organize, and sponsor recreational cruising and competitive sailing, and to encourage adherence to the highest standards of sportsmanship and conduct in the pursuit of these activities.
2. DISC LIABILITY
DISC and its Executive Committee assume no liability for accidents or injuries occurring in connection with any DISC activities or events. This includes but is not limited to sailing accidents that occur during DISC sponsored events. Each participating skipper must complete a waiver of liability and agreement to hold DISC harmless for himself or herself and each participating member of his or her crew prior to any event. Such completed waivers shall be submitted to DISC prior to any event sponsored by or involving DISC.
3. MEMBERSHIP
Membership in DISC shall consist of Regular Members and Junior Members. A Regular Member shall be an individual who is 18 years of age or older. A Junior Member shall be an individual who is a member of the household of a Regular Member and who is younger than 18 years of age. A spouse or partner of a Regular Member is automatically eligible for all DISC programs and activities, except that each couple shares between them one vote. A spouse or partner wishing to vote shall join DISC as a Regular Member.
A Regular Member may be in Active status or Inactive status. A Regular Member is in Active status if the member has registered and paid annual dues. A Regular Member is in Inactive status if the member so elects; has not registered; has not paid annual dues; is suspended; or is not otherwise in good standing as determined by the Executive Committee. A Regular Member may remain in Inactive status for up to three years, after which they are no longer a member and DISC will not send them communications.
All memberships shall be from January 1 to December 31 or the following year’s Hangover Regatta, if any, whichever is later. The Executive Committee shall establish annual dues and event fees. All members shall be entitled to receive DISC communications.
4. CONDUCT OF THE MEMBERS
All members and their crew are expected to conform to the highest standards of sportsmanship and conduct both on and off the racecourse. Unbecoming or objectionable conduct can lead to disciplinary action, including suspension by a majority vote of the Executive Committee or expulsion from DISC by a unanimous vote of the Executive Committee.
5. MEETINGS
Annual Meeting. There shall be a minimum of one membership meeting each calendar year, generally held in December (Annual Meeting). The Executive Committee is elected at the Annual Meeting, unless electronic voting is used before the meeting. DISC shall communicate a notice of the Annual Meeting at least two weeks in advance.
Additional membership meetings. Additional membership meetings may be called by the Commodore, upon the written request of three officers of the Executive Committee, or upon the written request of five Active Members. A membership meeting arising from such a written request shall be scheduled within 30 days of receipt of the request. DISC shall communicate notice of such an additional membership meeting at least five days in advance. A quorum shall consist of the members present.
The Executive Committee shall determine the agenda for membership meetings, and the Commodore or designee shall preside over membership meetings. Active Members shall be allowed to raise matters of relevance to the club at membership meetings.
When these bylaws require, or the presiding officer decides to call, a vote of the members on a matter, each Active Member shall be entitled to one vote. Junior Members and Inactive Members are not entitled to vote.
Executive Committee meetings. A meeting of the Executive Committee may be called by the Commodore or three officers of the Executive Committee. The Commodore or designee shall preside over a meeting of the Executive Committee. A quorum shall consist of fifty percent (50%) of the officers of the Executive Committee. Meetings of the Executive Committee will generally be open to Active Members to listen, but the Executive Committee reserves the discretion to allow Active Members to participate in discussions, or the discretion to close a meeting to officers of the Executive Committee only. Minutes of meetings of the Executive Committee shall be kept by the Secretary and made available to Active Members upon request.
When these Bylaws require, or the presiding officer decides to call, a vote of the Executive Committee on a matter, each officer of the Executive Committee shall be entitled to one vote, except that in the event of a tie vote, the Commodore shall be entitled to two votes. Membership meetings and meetings of the Executive Committee shall be governed by Robert’s Rules of Order, Revised, except as provided in these Bylaws.
6. EXECUTIVE COMMITTEE
DISC is governed by an Executive Committee, which determines the policies and procedures of DISC. The Officers of the Executive Committee are a Commodore, Vice Commodore, Secretary, Treasurer, Spinnaker Fleet Captain, and Non-Spinnaker Fleet Captain. Officers of the Executive Committee are elected at the Annual Meeting. The terms of office for officers of the Executive Committee shall be from January 1 to December 31 or, the following year’s Hangover Regatta, if any, whichever is later. Officers of the Executive Committee may be re-elected. There are no term limits. Any Active Member is eligible to be a candidate for office, except that a candidate for Commodore must have previously served as an officer of the Executive Committee.
Before the first race, and no later than the last race, of the last series of the Tuesday night racing season, an Active Member who is interested in being a candidate for office is encouraged to notify the Secretary so that the Secretary can notify the membership of the candidate’s interest before the last dock party of the season, which will provide the candidate an opportunity to address other members at the party. Candidates may submit a written statement along with the notice, or at any time before the election. The Secretary will distribute candidate statements in advance of or at the Annual Meeting. Candidates will be given the opportunity to address the membership before the vote.
If the position of Commodore is vacant, the Vice Commodore shall serve as acting Commodore until the next election. If another position is vacant, the Executive Committee shall appoint an Active Member to serve in that position until the next election.
7. VOTING
When these Bylaws require, or the presiding officer decides to call, a vote on a matter, the presiding officer shall determine whether the vote shall be conducted in person—by show of hands, voice vote, or secret ballot—or online. Voting by proxy is not allowed. When votes are in writing, the Secretary and two members will count the votes.
In a vote for the election of officers, the candidate with the majority of votes cast shall be elected. If no candidate receives a majority of the votes cast, another vote shall be conducted with only the two candidates who received the most votes.
Except for amendments to these Bylaws, which is described below, a vote on other matters shall be determined by a majority of the votes cast.
8. DUTIES OF THE OFFICERS
The Commodore shall:
• Oversee and coordinate the entire DISC program
• Call membership meetings and meetings of the Executive Committee
• Preside, or appoint a presiding officer, at membership meetings and meetings of the Executive Committee
• Appoint the Race Director and Protest Chair
• Appoint chair and members of committees as required
• Serve as an ex-officio member of all committees
• Serve as a liaison with District, Regional and National sailing associations and clubs
• Fulfill other duties as may be expected of the office
The Vice Commodore shall:
• Assist the Commodore in the discharge of the Commodore’s duties
• Serve as acting Commodore in the absence of the Commodore
• Preside over membership meetings and meetings of the Executive Committee in the absence of the Commodore
• Serve as a member of the Standing Race Committee
• Ensure that all annual trophies and awards are prepared in a timely fashion
• Fulfill other duties as may be expected of the office
The Secretary shall:
• Ensure ongoing communication with and among DISC membership
• Record, maintain, and distribute minutes of all membership meetings and meetings of the Executive Committee
• Maintain an electronic file of all critical DISC documents such as Bylaws, Notice of Regattas, Sailing Instructions, tax status, financial reports, race results, historical records, photographic files, and other files as determined to be necessary
• Maintain and provide members with an annual membership directory with member and yacht information
• Fulfill other duties as may be expected of the office
The Treasurer shall
• Receive and disburse all funds
• Maintain detailed records of receipts and disbursements sufficient for auditing purposes
• Maintain a list of all capital equipment and temporary inventories
• Provide periodic reports to assist the officers in monitoring both revenue and expenditures
• Present the Commodore with a written, documented report of financial standing and capital and temporary inventories at least 14 days prior to the Annual Meeting
• Submit required tax filings to the IRS in a timely manner
• Maintain the current membership list and provide same to Secretary on a regular basis
• Fulfill other duties as may be expected of the office
The Spinnaker and Non-Spinnaker Fleet Captains shall:
• Assist the Race Director with scoring, skippers’ meetings, coordination of race committee duty, and other activities as needed
• Serve as a member of the Standing Race Committee
• Ensure that boats sailing in their respective fleets meet all requirements in terms of equipment, insurance, and rating certificates
• Ensure that boats sailing in their respective fleets serve as race committee at least once during each sailing season
• Ensure that the interests of their respective fleets are taken into consideration in race management and DISC policies
• Fulfill other duties as may be expected of the office
9. CONFLICT OF INTEREST
Officers of the Executive Committee are prohibited from involvement in any DISC activity which results in personal financial gain or advantage. Officers of the Executive Committee may, from time to time, seek to procure paid goods or services from DISC members when such transactions are determined to be in the best interest of DISC and its members. In these cases, the Executive Committee shall inform members of its intention to enter into said agreement, allow members to express their interest or concerns to the committee, carefully give all alternatives consideration, and make a decision that provides the best benefit to the DISC members. All terms of said transactions will be documented and made available to Active Members upon request.
10. STANDING COMMITTEES AND CHAIRS
The Executive Committee may establish Standing Committees, and the Commodore may appoint chairs and members. There is established a Standing Race Committee.
11. AMENDMENT TO BYLAWS
These Bylaws may be amended by a vote of the Active Members. The Executive Committee or five Active Members may propose an amendment to these Bylaws. DISC shall communicate a notice of the membership meeting, including a copy of the proposed amendments, to Active Members at least two weeks in advance. An amendment to the Bylaws requires approval by sixty percent (60%) of Active Members present and voting.