ARTICLE I

The name of the corporation shall be
FORT LOUDOUN YACHT CLUB


ARTICLE II
Membership Meetings
All meetings of the membership shall be held at Knoxville, Tennessee


ARTICLE III
Annual Special Meetings


Section 1:

The annual meeting of the members shall be held between October 15 and October 31st of each year when they shall elect a board of directors and transact such other business as may properly be brought before the meeting. In the event the Annual Meeting in the time aforesaid is omitted by oversight, or otherwise, the Commodore or Secretary shall cause a meeting, in lieu thereof, to be called and held as soon thereafter as is convenient, and any and all business transacted or elections held at such a meeting shall be as valid and legal as if transacted or held within the period specified herein for said Annual Meeting.

Section 2:
Except as otherwise provided by law, special meetings of the members for any purpose or purposes, may be called at any time by the Commodore and shall be called by the Commodore or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of one-third (1/3) of the members. Any such requests by the directors or members shall state the purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the objects stated in the call.

Section 3:
Written notice of all membership meetings stating the time and the place, and the objects for which the meeting is called, shall be given by the Commodore, or Vice-Commodore or the Secretary, by mail posted at least twenty (20) days prior to the meeting and mailed to the residence address of each member, as the same appears on the membership list of the Corporation. The said notice may be waived in writing by a member.

Section 4:
One-third (1/3) of the membership present in person, or voting by absentee ballot, shall be required and shall constitute a quorum at all meetings of the members for the transaction of business, except as may be otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws. If, however, such majority shall not be present or voting by absentee ballot at any meeting of the members, those members present and entitled to vote thereat, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite membership shall be present in person or by absentee vote, any business may be transacted which might have been transacted at the meeting originally called.

Section 5:
At each meeting of the membership every member having the right to vote shall be entitled to vote in person or by absentee ballot, as provided in the Article, Section 6. All issues presented in any meeting shall be decided by plurality vote.

Section 6:
Any member in good standing having the right to vote shall be entitled to vote upon all elections and issues presented in the notice for any meeting by absentee ballot. The member shall be entitled to cast his vote by his/her absentee vote by absentee ballot at any time during the period commencing twenty (20) days before the meeting in question and ending twenty-four (24) hours prior to the hour set for the meeting. The dock master shall have available at the office of Fort Loudoun Yacht Club copies of ballots containing all issues to be voted upon. The vote by absentee ballot shall be accomplished in the following manner:

A. The member shall mark the ballot provided by the dock master and vote on the issue desired;
B. Place the marked ballot in a small envelope marked "ballot" and seal the envelope
C. Place the sealed envelope in a larger envelope marked "absentee ballot" which shall contain the
name of the member voting together with the date said absentee ballot is cast
The dock master shall retain the said absentee ballots in a safe place and deliver them to the Commodore or Secretary of Fort Loudoun Yacht Club twenty-four (24) hours prior to the meeting to which the ballots pertain.

 

ARTICLE IV

The FLYC shall be governed by using a Flag Officer and Board of Directors business model as described in Articles IV,V,VI. An Exectutive Committee may be appointed as deemed necessary.

Board of Directors

Section 1:
The property and business of this corporation shall be managed by the Board of Directors, which shall consist of nine (9) members in number. The directors shall be elected at the annual meeting of the members and each director shall be elected by secret ballot to serve until a successor shall be elected and shall qualify. The directors shall serve for terms of three years, with a rest period of at least one year off of the Board between consecutive terms, and shall so be elected that the terms of one-third (1/3) of the directors shall expire at the end of each year. A director missing three consecutive meetings of the Board without cause shall be subject to dismissal by the Board of Directors.

Section 2:
At least thirty (30) days prior to the Annual Meeting, the Board of Directors shall elect two nominating committees consisting of three (3) members each, who are not members of the Board, whose duty it shall be to nominate candidates for the Board of Directors for the ensuing year. The said nominations shall be posted on the bulletin board of the club at least twenty (20) days prior to the Annual Meeting. Nominations may also be made from the floor at the membership meeting.

Section 3:
The Board of Directors shall manage the business and affairs of the Corporation. In the management and control of the property, business and affairs of the Corporation, the Board of Directors is hereby vested with all the powers possessed by the Corporation.

Section 4:
A meeting of the Board of Directors shall be held immediately after the newly elected Directors take office on January 1 of each year for the purpose of the election of Officers of the Corporation for the current year. Special meetings of the Board of Directors may be called on one (1) day's notice to each Director, either personally or by mail or by telegram, on the call of the Commodore, Vice-Commodore, or Secretary, or any three (3) members of the Board. The business of the corporation may be lawfully transacted at any regular or special meeting of the Board. The Officers and Directors elected shall take office on January 1 of the following year. The term of office shall be January 1 through December 31.

Section 5:
A majority of the Board shall constitute a quorum for the election of officers and for transacting any business which may come before the meeting. A majority vote of the Board, with a quorum present, shall be necessary in the election of officers or transacting of business coming before the meeting.

Section 6:
In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such other powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the members.

Section 7:
No assessment of the membership may be made except by the vote of a majority of the membership present in person or by absentee ballot at an annual meeting or a special meeting called for that purpose.

Section 8:
Any capital expenditure of more than $75,000, or if any bank financing is involved, the Board of Directors must present the project to the membership at the regular meeting or a special call meeting and must be approved by majority of the members present or voting by absentee ballot.

Section 9:
The past year Commodore shall be a non-voting, ex officio member of the Board and serve as the Cheif Advisor to the Board to provide continuity of information on prior transactions of the past year.


ARTICLE V
Executive Committee


Section 1:
There may be an executive committee of two or more Directors designated by resolution passed by a majority of the whole Board. Said committee may meet at stated times, or on notice to all by any of their own number. During the intervals between meetings of the Board such committee shall advise with and aid officers of the Corporation in all matters concerning its interests and the management of its business, and generally perform such duties and exercise such powers as may be directed from time to time. The Board may delegate to such committee authority to exercise all the powers of the Board while the Board is not in session. Vacancies in the membership of the committee shall be filled by the Board of Directors at a regular meeting or at special meeting called for that purpose.

Section 2:
The executive committee shall keep regular minutes of its proceedings and report the same to the Board when required.


ARTICLE VI
Officers


Section 1:
The officers of the Corporation shall be Commodore, Vice-Commodore, Rear-Commodore, Secretary, and Treasurer.

Section 2:
The officers of the corporation shall be elected by the Board of Directors.The term of the officers shall be one (1) year or until their successors are elected and qualified in accordance with section 4 below.

Section 3:
The Board of Directors shall be authorized to combine the offices of Secretary and Treasurer and to bestow honorary titles on officers of the Corporation and officers of the committees and voluntary organizations formed pursuant to these By-Laws.

Section 4:
The normal progression of Officers shall be 1) Secretary, Treasurer or Elected Board Member, to 2) Rear Commodore to 3) Vice Commodore to 4) Commodore. This progression sequence maximizes the continuity of information. From year to year, insures that the Commodore fully understands the various aspects of the operation of the club, creates focus on maintaining the long range vision of the club and helps to maintain standardization of policies and procedures. 

Persons elcted to hold an office position are agreeing to this progression. Should circumstances arise that will not allow and Officer to complete the normal progression, the Board shall fill the vcancy by selecting a replacement from the current Board Members and /or Officers, a memberhas previously served as a Board Member or a member who previously served as an officer of the club or past Commodore.


ARTICLE VII
Commodore


The Commodore shall be the Chief Executive Officer of the corporation and, when present, shall preside at all meetings of the members, and, shall preside at meetings of the Board of Directors. Shall have served previously as Vice-Commodore and serves as a voting member at board meetings. The Commodore and Secretary or Treasurer shall sign all certificates of membership, bonds, deeds, mortgages, extension agreements, modification of mortgage agreements, leases and contracts of the Corporation when so authorized by the Board of Directors. The Commodore shall perform all the duties as the Board of Directors shall designate. The Commodore shall be ex-officio a member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the office of a President of a Corporation


ARTICLE VIII
Vice-Commodore


Vice-Commodore is in charge of social activities of the Club. Except as especially limited by vote of the Board of Directors, the Vice-Commodore shall perform the duties and have the powers of the Commodore during the absence or disability of the Commodore. The Vice-Commodore shall be a voting member at Board meetings and have such other powers and perform such other duties as the Board of Directors shall designate, from time to time. The Vice-Commodore shall also be known as the Commodore-Elect, should have previously served as Rear-Commodore,  and shall succeed to the office of Commodore at the end of the term unless not approved by the Board. The purpose of this is to train the Commodore-Elect as to the operation and management of the club.


ARTICLE IX
Rear Commodore

Serves as the Cheif Operating Officer of the Club. Chairs the 0perating Committee that runs the daily operations of the club, maintains the facilities and infrastructure, receives complaints, addresses grevances and selects, supervises and discharges the paid employees of the Club. Serves as a voting member at Board meetings. Previously served as Secretary. Treasurer or an Elected Board Member. Automatically assumes the position unless not approved by the board.   

 

ARTICLE X
Secretary


The secretary shall keep accurate minutes of all meetings of the membership, and the Board of Directors, and shall perform all of the duties commonly incident to the office, and shall perform such other duties and have such other powers as the Board of Directors shall designate. The Secretary shall have the power, together with the Commodore or, in the Commodore's absence or disability, the Vice-Commodore to sign certificates of membership of the Corporation. The Secretary shall give, or cause to be given, notice of all meetings of the membership and the Board of Directors.


ARTICLE XI
Treasurer


The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers, and the documents of the Corporation and shall have and exercise, under the supervision of the Board of Directors, all the powers and duties commonly incident to the office. The Treasurer may endorse for deposit or collection all checks and notes payable to the Corporation or to its order, and may accept drafts on behalf of the Corporation. The Treasurer shall keep or cause to be kept accurate books of account of the Corporation's transactions which shall be property of the Corporation, and, together with all its property in the Treasurer's possession, shall be subject at all times to the inspection and control of the Board of Directors.

All checks, drafts, notes, or other obligations for the payment of money shall be signed by such officer or officers or agent or agents as the Board of Directors shall by general or special resolution direct.


ARTICLE XII
Employees


In the management and control of the business of the Corporation, the Board of Directors may select and employ such agents, employees and assistant officers as it deems wise and necessary to effectively carry on the business and objects of the Corporation. Employees shall be managed by the Rear Commodore.


ARTICLE XIII
Membership


Section 1:
Application for membership shall be in writing and shall be endorsed by at least two (2) members in good standing and shall be accompanied by a check in payment of the initiation fee. The payment aforesaid shall be returned if the application is not accepted.
Upon receipt of an application for membership, the name and address of the proposed member shall be posted on the bulletin board for at least one (1) month; and, thereafter, at a regular or special meetings of the Board of Directors, the application shall be voted on. Two (2) adverse votes shall be required for rejection of any application.
Upon acceptance by the Board of Directors, the applicant shall be notified to present a certificate of membership in the Corporation accompanied by the necessary monies, if any be due, to bring it to current status. Upon presentation, a new certificate of membership will be issued to, and the applicant shall become a full Member.
If the membership is full, the application shall be placed on a waiting list by the Corporation.

Section 2:
A full member must own a certificate of membership in the Corporation and the Board of Directors shall, from time to time, fix the price to be paid the Corporation for such certificates issued by it.

Section 3:
A member in good standing is a member who is not delinquent in the payment of dues, assessments, or accounts due to the Corporation.

Section 4:
The Board of Directors is authorized to issue certificates of full membership, but there shall be no more than one hundred thirty-five (135) outstanding certificates of full membership at any one time.

Section 5:
Membership privileges including use of grounds or facilities of the Corporation shall be limited to members in good standing, and to members of their immediate families who are dependent upon them for support or a full time student (and not over 24 years of age), provided, however, that guests may be invited by members in good standing, under the conditions, rules, and regulations provided by the Board of Directors.

Section 6:
Upon the death of any Active, Full Member, the surviving spouse may elect to have the membership of the deceased spouse transferred into the name of the surviving spouse. Upon such election, the surviving spouse shall become a Full Member and be subjected to the same dues as other Full Members of the Club. Alternatively, the surviving spouse may elect to become a Limited Member, as defined in section 7(2) below.

Section 7:
In addition to Full Membership, there shall be the following classifications of memberships:

(1) Junior Memberships - Upon application, the Board may admit as Junior Members, children of Full Members who have reached the age of twenty-one (21). A Junior Membership shall carry all of the privileges of regular membership except the right to vote or hold office. A junior membership shall pay such dues as fixed by the Board of Directors, but shall not be required to pay an initiation fee or to purchase a Certificate of Membership until the have reached the age of thirty (30) or until such time thereafter as a membership certificate becomes available. The full member parent of any Junior Member shall be responsible for all dues, charges and other items owed by or assessed to any Junior Member. The initiation fee for becoming a full member shall be $2500.00 and the certificate shall be purchased at the prevailing rate.
(2) Limited Membership - A Limited Member shall be the surviving spouse of a Full Member or a Member Emeritus and shall not be an active boater making use of the club's boating facilities. A Limited Member shall have no voting privileges, and shall not be eligible to hold office. This membership is automatically terminated upon remarriage, in addition can be terminated by the Board of Directors upon thirty (30) days notice without cause. Dues shall be set by the Board of Directors.
(3) Non-resident Membership - A Non-resident Member is a former Full Member who was active three (3) years or more, who presently resides more than one hundred fifty (150) miles from Fort Loudoun Yacht Club, and who has disposed of his/hers Certificate of Membership. Dues shall be set by the Board of Directors.
(4) Member Emeritus - A Member Emeritus shall be a person who has been a former Member for ten (10) years or more and who is at least sixty-five (65) years of age and who is not using the dock facility of the club and who has disposed of his/hers Certificate of Membership. The dues shall be set by the Board of Directors.
(5) Associate membership- Upon application,the Board may admit as Associate Members, persons who want to join the club who have reached the age of 25 years old and no older than 34 years of age. A n Associate member shall carry all the privileges of regular membership except the right to vote,or hold office and may rent a slip but cannot own property. Ass ociate Members shall pay one-half of the prevailing initiation fee and be required to put down a deposit of one-half of the prevailing purchase pric of a certificate. Dues shall be the same as a full member. Upon reaching the age of 35, an Associate Member,in good standing,must convert to a Full Member, and complete the purchase of a full certificate at the prevailing value if a full membership is available. Otherwise, they will remain an Associate Member until a full memership becomes available. The number of Associate Members shall not exceed 15.   

ARTICLE XIV
Membership Certificates


Section 1:
All certificates of membership shall bear upon their face the following endorsement:
"This certificate is issued, and is transferable, only in accordance with the Provisions of Articles XIII of the By-Laws of FORT LOUDOUN YACHT CLUB, to which specific reference is here made for the purpose of incorporating the same herein"

Section 2:
Only a "Full Member" may own a membership certificate and no membership certificate shall be issued, sold or transferred upon the books of the Corporation except to an applicant for full membership who has been accepted by the Board of Directors and admitted to full membership in the Corporation as herein provided. All other attempted transfers shall be void.

Section 3:
Any member who wishes to transfer a Membership Certificate must tender the certificate to the Secretary of the Corporation. Thereupon, the Corporation shall have the option of repurchasing the Certificate from the member, or the Certificate may be placed on a roster of other Membership Certificates that are for sale. The Certificates shall be numbered and sold in the order received, with the net proceeds being payable to the tendering member upon completion of sale.
Any member who has tendered a Membership Certificate to the Secretary shall have no membership privileges from the time of tendering the Certificate to the time of sale. Dues shall cease accruing at the moment of tender.
The above procedure shall not be construed as preventing a member in good standing from making a gift or bequest of his or her Certificate to a member of his or her immediate family. For purposes of this paragraph, immediate family shall be limited to a member's spouse, children or grandchildren. Any person receiving a Certificate by gift or bequest shall not be excused from compliance with all terms of Article XII herein and all provisions of the By-Laws relating to acceptance, dues and fees.
Except as provided for under Article XIII, Section 3, a member may not sell, transfer or assign his or her Membership Certificate to any third party.


Section 4:
All Membership Certificates shall be subject to a lien in favor of the Corporation for the purpose of securing the payment of any indebtedness due by the owner thereof to the Corporation, and no such certificate shall be transferred on the certificate records of the Corporation until all indebtedness due the Corporation by the transferor has been paid in full
Unpaid dues shall accumulate against the members holding such certificates continuously, unless specifically exempted under the terms of these By-Laws, but in the event a membership is terminated, the member or member's estate shall be given a period of ninety (90) days in which to effect, pursuant to Section 3 of this article, a tender of such membership certificate to the Secretary of the Corporation. In the event accrued dues in the amount equal to three (3) monthly payments remain unpaid, the Board shall notify the holder by registered or certified delivery letter of this fact, demand payment in full and advise that if such payment is not made within thirty (30) days the certificate will be forfeited to the Corporation.
If dues were more than ninety (90) days in default and such default has been cured, and another default as defined in Article XIV occurs within twelve (12) months of the prior default, the subsequent default must be cured within thirty (30) days or the certificate will be forfeited to the Corporation.

Section 5:
In the event of loss, mutilation or destruction of a certificate a duplicate thereof may be issued upon such terms as the Directors shall prescribe.


ARTICLE XV
Initiation Fees and Dues


The Directors, from time to time, shall fix and determine the amount of the initiation fee prerequisite for membership and also the monthly dues, and shall, from time to time, determine and fix what amount or portion of initiation fees and monthly dues shall be used exclusively for construction or reconstruction of facilities and/or furnishings and fixtures therefor.
Dues are payable on receipt of the bill and are past due thirty (30) days after receipt. Failure to pay the bill when due shall be an event of default. Any Member 61 days or more delinquent in payment will be put on "cash only'.


ARTICLE XVI
Committees


Section 1:
The Commodore, with the advise and counsel of the Board of Directors, shall appoint the following standing committees, viz: Long Range Planning Committee, Dock Committee, and Club House and Grounds Committee. The Board of Directors may designate other special committees which, in their discretion, are deemed necessary, and the Commodore may appoint the members of such special committees.

Section 2:
The Club House and Grounds Committee, under the direction and subject to the approval of the Board of Directors, shall promulgate rules and regulations for use of the Club House and club properties not under the supervision of the Dock Committee and may receive complaints, redress grievances, select and discharge employees, and perform such other duties delegated by the Board of Directors. This committee shall designate a person to have charge of and regulate the use of the grounds, club house and buildings of the Corporation, so there will be no conflicts in the use thereof. The name of this person shall be communicated to the officers and Board.


Section 3:
The Dock Committee, subject to the approval of the board of Directors, shall have control and regulate rules and regulations governing the use thereof, and shall have other duties as delegated to it by the Board of Directors.

Section 4:
The Operating Committee, chaired by the Rear Commodore, runs the daily operations of the club, maintains the facilities and infrastructure, receives complaints, addresses grievances and selects, supervises and discharges the paid employees of the club. Members shall consist of, as a minimum, one Board member from each of the three elected classes of Board members.


ARTICLE XVII
Resignations and Expulsions


Section 1:
Resignations of members shall be tendered to the Secretary, in writing, and by him submitted to the Board of Directors for acceptance or rejection
The resignation shall be accepted by the Board, provided all dues, assessments, and indebtedness to the Club is paid at the time of resignation. The member shall be given a period of ninety (90) days in which to effect, pursuant to Article XIII, Section 3, a tender of his membership certificate.
In the event accrued dues in the amount equal to three (3) monthly payments are unpaid, then the resignation member sacrifices the ninety (90) day period or portion thereof and the Board shall notify the holder by registered or certified delivery letter of this fact and that the certificate has been forfeited to the Corporation.

Section 2:
A member may be expelled or suspended for any conduct injurious to the order, peace, interest or welfare of the Corporation, or at variance with its By-Laws or Rules, by action of the Board of Directors. Upon expulsion, the members' membership certificate shall be forfeited.

Section 3:
Expulsion or suspension for cause shall require a two-thirds (2/3) vote of the Board of Directors. The member shall have thirty (30) days written notice of the charges for which expulsion or suspension is sought and shall have the right to be heard personally and by witnesses, under such terms and conditions as determined by the Board. Members resigning will be repaid their cert. fee as new members join the Club.


ARTICLE XVIII
Vacancies


Section 1:
Vacancies, in the various offices of the Corporation and on the Board of Directors thereof, shall be filled by the Board of Directors at a meeting duly called and held for that purpose. Any Officer or Board Member elected to fill a vacancy shall hold the office until the next annual meeting.

Section 2:
Should a member of the Board of Directors be absent three (3) successive regular Board Meetings, the Board of Directors may declare the seat vacant.


ARTICLE XIX

Use of Club Premises


The Club's facilities may not be used for commercial or political activity.


ARTICLE XX
Amendment of By-Laws


These By-Laws may be amended at any regular or special meeting of the members called for that purpose by a majority vote of the members present or voting by absentee ballot. Written notice of the proposed amendment shall be contained in the notice of the meeting.