ARTICLE VIII
OFFICERS
SEC. 1. ELECTION. The Board of Directors
may elect from its own number, a Chairman of the Board and shall elect
a President from its own member and such Vice Presidents (who may or
may not be Directors) as in the opinion of the Board the business of
the corporation requires, a Secretary, and a Treasurer; and it shall
elect or appoint from time to time
such other or additional officers as in its opinion are desirable for
the
conduct of the business of the corporation.
SEC. 2. REMOVAL. In its discretion, the
Board of
Directors, by the vote of a majority of the whole Board, may leave
unfilled
for any such period as it may fix by resolution any office except that
of
President, Secretary, and Treasurer. Any officer or agent shall be
subject
to removal at any time by the affirmative vote of a majority of the
whole
Board of Directors. Any officer, agent, or employee, other than
officers
appointed by the Board of Directors, shall hold office at the
discretion
of the officer appointing them.
SEC. 3. DUTIES OF CHAIRMAN. The Chairman
of the Board of Directors if elected, of failing his election, the
President shall preside at all meetings of the Board of Directors and
shall perform such other duties as may be prescribed from time to time
by the Board of Directors or the
By-Laws.
SEC. 4. DUTIES OF PRESIDENT. The
President shall
be the chief executive and administrative officer of the corporation.
He
shall preside at all meetings of the members and, in the absence ot the
Chairman of the Board, at meetings of the Board of Directors. He shall
exercise such duties as customarily pertain to the office of President
and shall have general and active supervision over the property,
business
and affairs of the corporation and over its several officers. He may
appoint
officers, agents, or employees other than those appointed by the Board
of
Directors. He may sign, execute, and deliver in the name of the
corporation
powers of attorney, contracts, bonds, and other obligations and shall
perform
such duties as may be prescribed from time to time by the Board of
Directors or by the By-Laws.
SEC. 5. DUTIES OF VICE PRESIDENTS. The
Vice Presidents shall have such powers and perform such duties as may
be assigned to them by the Board of Directors or the President. In the
absence or disability of the President, the Vice President designated
by the Board or President shall perform the duties and exercise the
powers of the President.
SEC. 6. SECRETARY. The Secretary shall
keep the minutes of all meetings of the voting members, associate
members, and of the Board of Directors, and to the extent ordered by
the Board of Directors od the President, the minutes of meetings of all
committees. He shall cause notice to be given of meetings of voting
members, associate members, Board of Directors, and of any committee
appointed by the Board. He shall have custody of the corporate seal and
general charge of the records, documents, and papers of the corporation
not pertaining to the performance of the duties vested in other
officers, which shall at all reasonable times be open to the
examination of any Director. He may sign or execute contracts with the
President or a Vice President thereunto authorized in the name of the
corporation and affix the seal of the corporation thereto. He shall
perform such other duties as may be prescribed from time to time by the
Board of Directors or by the By-Laws.
SEC. 7. DUTIES OF TREASURER. The
Treasurer shall
have general custody of all the funds and securities of the corporation
and have general supervision of the collection and disbursement of
funds
of the corporation. He shall endorse on behalf of the corporation for
collection checks, notes, and other obligations, and shall deposit the
same to the credit of the corporation in such bank or banks or
depositories as the Board
of Directors may designate. He may sign, with the President, or such
other
person or persons as may be designated for the purpose by the Board of
Directors,
or alone if so authorized by the Board of Directors, all bills of
exchange
or promissory notes of the corporation. He shall enter or cause to be
entered
regularly in the books of the corporation full and accurate account of
all
monies received and paid by him on account of the corporation; shall at
all reasonable times exhibit his books and accounts to any Director of
the
corporation during business hours, and whenever required by the Board
of
Directors or the President, shall render a statement of his accounts.
He
shall perform such other duties as may be prescribed from time to time
by
the Board of Directors or by the By-Laws. Upon the request of the Board
of
Directors, he shall give bond for the faithful performance of his
duties in
such sum and with such surety as shall be approved by the Board of
Directors.
SEC. 8. BANK ACCOUNTS. In addition to
such bank accounts as may be authorized in the usual manner by
resolution of the Board of Directors, the Treasurer with the approval
of the President may authorize such bank accounts to be opened or
maintained in the name and on behalf of the corporation as he may deem
necessary or appropriate, payments from such bank accounts to be made
upon and according to the check of the corporation which may
be signed jointly or singly by either the manual or facsimile
signatures
of such officer or bonded employee as shall be specified in the written
instructions of the Treasurer with the approval of the President of the
corporation.
SEC. 9. VACANCY. In the case any office
shall become vacant, the Board of Directors shall have power to fill
such vacancy. In case of the absence or disability of any officer, the
Board of Directors
may delegate the power or duties of any officer to another officer or a
director for the time being.
SEC. 10. ALTERNATE DESIGNATION OF
OFFICERS. The titles of the Officers of the Corporation shall also be
designated as follows:
PRESIDENT - COMMODORE
VICE PRESIDENT -
VICE COMMODORE
VICE PRESIDENT -
SAIL - VICE COMMODORE / SAIL
VICE PRESIDENT -
POWER - VICE COMMODORE / POWER
ARTICLE IX
MISCELLANEOUS
SEC. 1.
OFFICES. The corporation shall maintain a registered office in the
State of Michigan as required by law. The corporation may also have
offices in such other places, either within or without the State of
Michigan, as the Board of Directors may from time to time designate or
as the business of the corporation may require.
SEC. 2. SEAL. The Board of Directors may
provide
a suitable corporate seal, which seal shall be in the charge of the
Secretary, and shall be used by him.
SEC. 3. FISCAL YEAR. The Board of
Directors shall have the power to fix, and from time to time change,
the fiscal year of the corporation. Unless otherwise fixed by the
Board, the calendar year shall be the fiscal year.
SEC. 4. WAIVER OF NOTICE. Any notice
required to
be given under the provisions of these By-Laws or otherwise, may be
waived in writing by the voting member, associate member, Director,
committee member, or officer to whom such notice is required to be
given.
ARTICLE X
AMENDMENT
SEC. 1.
The Board of Directors shall have power to add any provision to or to
alter or repeal any provision of these By-Laws by vote of a majority of
all the Directors at any regular or special meeting of the Board,
provided that a statement of the proposed action shall have been
included in the notice or waiver of notice of such meeting of the
Board. The voting members may alter or repeal any provision of these
By-Laws by the vote of a majority of the voting members at any meeting,
provided that a statement of the proposed action shall have been
included
in the notice or waiver of notice of such meeting of voting members.
ARTICLE XI
No part
of the net earnings of the corporation shall inure to the benefit of or
be distributable to its shareholders/members, board, officers, or other
private persons, except that the corporation shall be authorized and
empowered to pay reasonable compensation of services rendered and to
make payments and distributions in furtherance of the purposes set
forth in ARTICLE II hereof. No substantial part of the activities of
the corporation shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and the corporation shall not
participate in, or intervene in (including the publishing or
distribution of statements) any political campaign on behalf of any
candidate for public office. Notwithstanding any other provision of
these Articles, the corporation shall not carry on any other activities
not permitted to be carried on (a) by a corporation exempt from Federal
income tax under Section 501(c) of the Internal Revenue Code of 1954
(or the corresponding provision of any future United States Internal
Revenue Law) or (b) by a corporation, contributions to which are
deductible
under Section 170(c) of the Internal Revenue Code of 1954 (or the
corresponding
provision of any future United States Internal Revenue Law).
Upon the dissolution of the corporation,
the board shall, after paying or making provision for the payment of
all of the liabilities of the corporation, dispose of all of the assets
of the corporation exclusively for the purpose of the corporation in
such a manner, or to such organizations organized and operated
exclusively for charitable, educational, religious, or scientific
purposes as shall at the time qualify as an exempt organization or
organizations under Section 501(c) (3) of the Internal Revenue Code of
1954 (or the corresponding provision of any future United States
Internal Revenue Law), as the board shall determine. Any such assets
not so disposed of shall be disposed of (by the circuit court of the
county in which the principal office of the corporation is then
located) exclusively for such purpose or to such organization or
organizations as said court shall determine which are organized and
operated exclusively for such purposes.
ARTICLE XII
AMENDMENT
SEC. 1 CODE OF CONDUCT The
Code of Conduct has been
developed to assist Tower Harbour Yacht Club members to understand the
standards
of conduct and behavior that are extected of them.
Members include all members listed in the THYC Membership Directory.
Conduct Members have a
duty to promote and support the
key principles of the club and to maintain and strengthen the integrity
of
the Club. This means acting ethically and in a respecful manner both on
and
off the water, acting in a way which considers all other boaters,
observing
the rights of other people and treating people with courtesy.
Behavior Members have a
duty to avoid behavior that could
constitute an act of disorder, misbehavior, law breaking,
discrimination,
harassment or any behavior which could bring the club or themselves
into
disrepute. Above all, members must act in a courteous and respectful
manner
to each other at all times.
Members Guests and Children
Members will be responsible
for their guests and children at all times and ensure that their
guest/s
and or children's conduct is in keeping with the Club's Code of Conduct
and
the Club's Bylaws.
Disciplinary Actions
Any breach of THYC's Code of Conduct
or Bylaws will be reviewed by the board approved grievance committee
and
appropriate disciplinary action will be taken.
ARTICLES
OF INCORPORATION
Pursuant to the provisions of Act 162,
Public Acts of 1982, the undersigned corporation executes the following
Articles:
ARTICLE I.
The name of the corporation is TOWER HARBOUR YACHT CLUB.
ARTICLE II.
The purpose or purposes for which the
corporation is organized are as follows:
To encourage the sport of boating; to promote the science of seamanship
and navigation; and to provide and maintain suitable facilities for the
use and recreation of its members; to engage in yachting, boating, and
kindred sports for pleasure and exercise and to promote and foster such
activities.
ARTICLE III.
Said corporation is organized upon a
non-stock basis.
1. If organized on a nonstock basis,
the description and value of its real property assets are:
None
and the description and value of its personal property assets are:
None
The Corporation is to be financed from contributions as it may receive
from its membership or general public and from initial and thereafter
annual membership dues from its members in amounts to be determined.
The Corporation is organized on a directorship basis.
ARTICLE IV.
1.
The address of the registered office
is: 1411 Lake Boulevard, St. Joseph,
Michigan
2. The
mailing address of the initial registered office is the same.
3. The
name of the resident agent at the register office
is: Paul J. Kelley
ARTICLE V.
The name and address of the incorporator
is as follows:
Paul J.
Kelley
1411 Lake Blvd., St. Joseph, MI
ARTICLE VI
No part of the net earnings of the
corporation shall inure to the benefit of or be distributable to its
shareholders/members, board, officers, or other private persons, except
that the corporation shall be authorized and empowered to pay
reasonable compensation of services rendered and to make payments and
distributions in furtherance of the purposes
set forth in ARTICLE II hereof. No substantial part of the activities
of the corporation shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and the corporation shall not
participate
in, or intervene in (including the publishing or distribution of
statements)
any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these Articles, the corporation
shall not carry
on any other activities not permitted to be carried on (a) by a
corporation exempt from Federal income tax under Section 501(c) of the
Internal Revenue Code of 1954 (or the corresponding provision of any
future United States
Internal Revenue Law) or (b) by a corporation, contributions to which
are
deductible under Section 170(c) of the Internal Revenue Code of 1954
(or
the corresponding provision of any future United States Internal
Revenue
Law).
Upon the dissolution of the corporation,
the board shall, after paying or making provision for the payment of
all of the liabilities of the corporation, dispose of all of the assets
of the corporation exclusively for the purpose of the corporation in
such a manner, or to such organizations organized and operated
exclusively for charitable, educational, religious, or scientific
purposes as shall at the time qualify as an exempt organization or
organizations under Section 501(c) (3) of the Internal Revenue Code of
1954 (or the corresponding provision of any future United States
Internal Revenue Law), as the board shall determine. Any such assets
not so disposed of shall be disposed of (by the circuit court of the
county in which the principal office of the corporation is then
located) exclusively for such purpose or to such organization or
organizations as said court shall determine which are organized and
operated exclusively for such purposes.
I, the incorporator sign my name this 18th day of May,
1983.
Paul J.
Kelley
PAUL J. KELLEY, of
Ryan, McQuillan, Vander Ploeg & Fette
811 Ship Street
P.O. Box J
St. Joseph, Michigan 49085
Telephone: 616/983-1091