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Great Slave Yacht Club
BY-LAWS
Article 2 – Membership
Section 2.1 – Memberships – Memberships in The Club are non-transferable
and shall be limited to one of the following classes:
2.1.1 – Regular Member
2.1.2 – Associate Member
2.1.3 – Life Member
Section 2.2 – Regular Member - Membership in The Club shall be open to any
person 19 years of age or older having an interest in boating on Great Slave Lake.
Upon satisfactory completion of the application form, acceptance by the Board of
Directors and payment of the prescribed annual dues, the applicant becomes a
Regular Member of The Club and shall have one voting right. Proxy voting on all
matters is permissible by appointing their voting rights to any Officer or other
Regular Member in writing. All Regular Members are entitled, subject to The
Club’s Bylaws and Regulations, amenities and privileges of The Club unless:
2.2.1 – his/her annual fees or dues are overdue or
2.2.2 – his or her membership is suspended or terminated.
Section 2.3 – Associate Member – Membership in The Club shall be open to any
person upon recommendation by the Board of Directors through a Regular
Member of The Club in good standing and upon acceptance and the payment of
the prescribed annual dues. Such individuals shall be designated Associate
Members. An Associate Member shall have full access to The Club and related
facilities but are not entitled to vote or hold office within The Club.
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Section 2.4 – Life Member – Membership in The Club shall be open to any past
Regular Member upon recommendation by the Board of Directors by a Regular
Member and acceptance by two thirds of the Regular Members of The Club in
attendance at the AGM. Such individuals shall be designated Life Members. A
Life Member shall have full access to The Club and related facilities but are not
entitled to vote or hold office within The Club.
Section 2.5 – Term of Membership – The term of a Regular and Associate
Member shall be from May 1st of one year, to April 30th of the following year.
Section 2.6 – Cessation of Membership – Membership in The Club will cease:
2.6.1 – two weeks from delivery to the Purser, written notice
of withdrawal from The Club;
2.6.2 – for non-payment of membership dues;
2.6.3 – upon suspension or expulsion under the Regulations or
2.6.4 – death.
Article 3 – Meetings
Section 3.1 – Annual General Meeting (AGM) – The AGM of The Club shall be
held prior to April 30th at a time and place designated by the Board of Directors.
Fourteen days advance notice shall be given to all Regular Members prior to the
meeting. The purpose of the meeting is to elect officers of The Club for the
ensuing year and for the transaction of such other business as may be properly
brought before the meeting. During the AGM, the Commodore shall give a status
report of The Club and all major projects undertaken during the past year as well
as having a detailed accounting of the finances of The Club from the previous year
available for the inspection by the Regular Members. Ten Regular Members in
good standing will constitute a quorum. All meetings shall be conducted in
accordance with Roberts Rules of Order. All business of the AGM shall be
recorded in the form of minutes and distributed to the Regular Members in a timely
fashion.
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Section 3.2 – Special Meetings (SM) - Special Meetings of The Club may be
called at any time by the Board of Directors or by written request signed by at
least 10 of the Regular Members in good standing. Such written requests shall be
delivered to the Commodore and shall state the purpose for which the meeting is
requested. The Commodore will hold the Special Meeting no later than fourteen
days following the request. Advertising for the Special Meeting will take place no
less than seven days prior to the meeting. All meetings shall be conducted in
accordance with Roberts Rules of Order. All business of any Special Meeting shall
be recorded in the form of minutes and distributed to the Regular Members in a
timely fashion.
Article 4 – Board of Directors
Section 4.1 – Board - The Board of Directors shall consist of up to eight (8)
persons who will consist of the Commodore, Past Commodore (non-voting), ViceCommodore, Purser, The Club Steward and three (3) Directors at large. The
Board of Directors will not receive remuneration for their service to The Club.
Section 4.2 – Meetings - The Board of Directors shall meet at such time and
place as determined by the Commodore or when any three Directors determine
there is sufficient business to justify a meeting. Each member of the Board will be
given at least three days notice prior to the meeting. A quorum shall consist of four
voting Board members.
Section 4.3 – Authority – The Board of Directors shall have full authority to
conduct the business and affairs of The Club. Single purchases in the amount of
$20,000 or more must be approved by 30% of the Regular Members of The Club
prior to the purchase being made. The Board of Directors can enact Regulations
under these bylaws to deal with specific issues including but not limited to, annual
fees, boating requirements such as insurances, licenses etc., and other issues
they deem appropriate. All Regulations will be distributed to the Regular Members
but do not need a vote for approval. All other business shall be reported to the
membership on a timely basis.
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Article 5 – Committees
Section 5.1 – Committees - The Board of Directors may appoint, as they see fit,
committees for the purpose of assisting in conducting The Club business. Such
committees will report back to the Board of Directors as directed by the
Commodore.
Article 6 – Officers
Section 6.1 – Officers - The officers of The Club shall consist of the Commodore,
Vice Commodore, and Purser. Voting by the Regular Members for these positions
will take place yearly at the AGM. In the event there is more than one candidate
for a position, voting will be done by way of secret ballot as designated by the
nominating committee.
Section 6.2 – Duties of the Commodore – The Commodore shall preside at all
meetings of The Club and the Board of Directors and shall have general
supervision of the activities of The Club. The Commodore shall appoint committee
chairpersons as required, shall execute the Regulations, Policies and directions of
the Board of Directors, and shall impartially enforce the Bylaws and Regulations of
The Club. The Commodore shall be the Chief Executive Officer of The Club and
as such have full signing authority for approved contracts and banking
transactions. Should the need arise, the Commodore, by way of a vote will be the
tie breaker at all Board of Director meetings. The term of the Commodore will be
for one year to a maximum of two consecutive terms.
Section 6.3 – Duties of the Vice-Commodore – The Vice-Commodore shall
assist the Commodore in his/her duties, and, in the absence of the Commodore
exercise all duties of the Commodore. In the event the Commodore resigns from
office, the Vice-Commodore shall assume the position for the remainder of the
term. The term of the Vice Commodore will be for one year to a maximum of two
consecutive terms.
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Section 6.4 – Duties of the Purser – The Purser shall be responsible for
collecting fees as outlined in the Regulations and shall be accountable for all
funds of The Club, shall maintain all financial accounts as determined by the
Board of Directors, and report all financial transactions to the Board of Directors in
a timely fashion. At the AGM, the Purser will report to all Regular Members the
financial status of The Club. The Purser is also the keeper of The Club seal and
custodian of the minutes of the society’s meetings. The term of the Purser will be
for one year to a maximum of two consecutive terms.
Section 6.5 – Duties of the Steward – The Steward shall keep the clubhouse in
a presentable state and maintain stock of all items required to service the needs of
the Members.
Section 6.6 – Duties of the Directors – The Directors at large will assist the
Commodore and Vice-Commodore, when required, in the day-to-day operation of
The Club.
Section 6.7 – Removal and Vacancies – Any officer or member at large of the
Board of Directors may be removed from office by a majority vote of the Regular
Members at a Special Meeting called pursuant to Section 3.2 of the Bylaws. Any
vacancy so created (or in the event of death, disability or resignation) may be filled
from the remaining members of the board for the positions of Commodore, Vice
Commodore and Purser or by appointment from the Regular Members for the
vacant position of Director at Large or Steward for the remainder of the term.
Article 7 – Finances
Section 7.1 – Dues - Regular and Associate Members shall pay membership
dues of a specified sum on or before a specific date as noted in the Regulations
which shall be recommended by the Board of Directors and approved by the
members at the AGM.
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Section 7.2 – Signing Authority – The business of The Club, including settling
accounts and financial disbursements, shall be carried out with two (2) of three (3)
signing authorities which shall comprise of the Commodore, the Purser and one
other board member as determined by the Board of Directors. No act or omission
by a Director shall render him or her personally liable if such an act was done in
good faith. This does not include criminal acts.
Section 7.3 – Fiscal Year – The fiscal year of The Club shall be from January 1st
to December 31st of each year.
Section 7.4 – Borrowing Powers – The Board of Directors may borrow on behalf
of The Club, money in an amount up to but not greater than $10,000.00 on the
security of a promissory note signed by the Commodore and Purser on behalf of
The Club to meet contingencies which may arise. The Commodore and Purser
acting in good faith will not be personally liable for their actions in borrowing. In the
event of a need to borrow in excess of $10,000.00, at the AGM or at a Special
Meeting as outlined in Section 3.2 of the bylaws and with approval of 30% of the
Regular Members, sufficient funds for a specific purpose may be borrowed.
Section 7.5 – Audit – A financial audit of The Club is not required each year.
However, if for whatever reason it has been determined that a financial audit is
required, it shall be ordered by the Board of Directors or approved by 30% of the
Regular Members of The Club at an AGM or Special Meeting. The financial
records of The Club are available for review to and by any Regular Member in
good standing at a time and place convenient with the Purser.
Section 8 – Authorities
Section 8.1 – Bylaws – Subject to the Societies Act of the NWT, the Bylaws of
The Club may be rescinded, altered, or added to at the AGM or by a resolution at
a Special Meeting. Such acts will take affect once registered with the Registrar of
Societies for the NWT.
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Section 8.2 – Regulations – The Board of Directors can enact Regulations under
these bylaws to deal with specific issues including but not limited to, annual fees,
boating requirements such as insurances, licenses etc., and other issues they
deem appropriate. All Regulations will be distributed to the Regular Members but
do not need a vote for approval.
Section 8.3 – Interpretation – So far as applicable, the Interpretation Act of the
NWT shall govern the interpretation of the bylaws and the regulations of The Club.
In case of any question arising as to the interpretation of the Bylaws or
Regulations of The Club, the Commodore shall make a ruling which can only be
appealed to the Territorial Court.
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