Bylaws of the Lake Geneva Yacht Club, Inc.

These Bylaws should be read in conjunction with the Articles of Incorporation of the Lake Geneva Yacht Club, Inc.

ARTICLE I – BURGEE
The distinguishing flag of the Club shall be a triangular burgee with three vertical stripes of equal width colored alternately black, red, and black.

ARTICLE II – MEMBERSHIP
Section 1 Qualifications Persons interested in the purposes and activities of the Club may apply for membership.

Section 2 Application An application for membership must be in writing and submitted to the Membership Committee for evaluation and then to the Board of Directors for consideration. Applications are subject to any maximum membership limit or other requirements established by the Board. Approved applicants will then enter an affirmation period after which the Board will vote on whether to reaffirm the membership in compliance with review criteria. Before the Board’s reaffirmation decision, two persons who are Regular, Senior, Intermediate, Honorary Life or Honorary Service members must sign the application. Reaffirmation requires that the applicant be in good standing in compliance with Club policies.

Section 3 Membership Categories Membership categories are Regular, Senior, Intermediate, Junior, Honorary, Nonresident, Crew, Military Service, Associate, and Off-Season Dining.

Section 4 Member’s Family Membership in the Club, together with appropriate privileges, shall be considered joint for persons married or in civil union and shall extend to their unmarried children who are less than 26 years of age on January 1st of the calendar year. This applies to a Regular, Senior, Intermediate, Junior, Honorary, Nonresident, and Associate Member.

As a joint membership, there shall be (a) one account number, one seniority membership number, and joint responsibility for charges, fees and dues, and (b) one-member status for any allocated facility. Dues level shall be determined by the age of the older member and, as applicable in movement between membership categories, the length of the membership of the older member.

Section 5 Membership Category Definitions
Regular Member: a member of any age who is currently participating as an owner, regularly helming or regularly crewing or has historically participated in a sailing program, or regularly serving on the Race Committee.

Senior Member: a member who has reached or will reach the age of 65 before January 1 of the current year and has been a Club member in the combined membership categories of Regular, Intermediate and/or Junior for at least 25 years.

Intermediate Member: a member who is currently participating in the sport of sailing and has reached or will reach the age of 21 before January 1 of the current year and is not more than 32 years of age.

Junior Member: a member who is currently participating in the sport of sailing and will not reach the age of 21 before January 1 of the current year.

Honorary Service Member: a member with a record of service to the Club on whose behalf a petition with a résumé of that person’s service has been signed by three Regular or Senior Members, submitted to the Board and approved by two-thirds of the Board Members present. No application for the membership is required. Honorary Service Members shall be limited to ten, exclusive of Honorary Life Members. An Honorary Service Member shall not be liable for initiation fees, dues or assessments.

Honorary Life Member: Effective 05/28/2016, the surviving spouse of a Commodore, Vice Commodore, Rear Commodore, or Senior Member who has been a member for 25 consecutive years. No application for the membership is required. An Honorary Life Member shall not be liable for initiation fees, dues or assessments. The rights and privileges of then-existing Honorary Life Members shall be maintained.

Non-Resident Member: a member who does not have a residence within a 150-mile radius of the Club. No further applications for this category shall be accepted after 05/28/2016. The rights and privileges of then-existing Non-Resident Members shall be maintained.

Crew Member: a person who is granted a temporary Crew Membership for a time determined by the Board in order to compete in a US SAILING or other event for which membership is required, or for another approved purpose.

Military Service Member: a member in good standing serving on active duty in the military forces of the United States of America and normally unable to participate in the activities of the Club. The member will be exempt from payment of dues and assessments while on active duty and during the remainder of the year in which such duty is completed.

Associate Member: a member desiring to participate in the activities of the Club and to support its purposes and who may develop an interest in competitive sailing. This category of membership may be limited by the Board of Directors to a percentage of the Club’s membership.

Off-Season Dining Member: individuals who have expressed interest in the purposes and activities of the Lake Geneva Yacht Club may apply for an Off-Season Dining Membership, valid between October 1st and April 30th. This category may be limited by the Board of Directors to a percentage of the club’s membership. Yearly reapplication and approval is required.

Section 6 Change of Membership Category
A member’s request for a change of membership category shall be submitted to the Membership Committee for consideration and recommendation to the Board for approval. An Associate Member may request a change to Regular membership by applying as provided in Section 2.

Section 7 Membership Privileges
Regular, Senior, Intermediate, Honorary Service and Honorary Life Members may hold elected office and vote at Club meetings, subject to the limitation of one vote per family at the Membership Meetings described in Article VII. If both members of a joint Regular, Senior, Intermediate, Honorary Service and Honorary Life membership simultaneously hold elected office and/or participate in Committees described in Article VIII, they may each vote. Regular, Senior, Intermediate, Honorary Service, Honorary Life and Junior Members have full use of the Club as stated below and in the Club Regulations. They may participate in any sailing or social event provided by the Club and will be eligible to receive trophies and other awards, may represent the Club in Inland Lake Yachting Association events or others for which Club membership may be required, may keep boats on the Club premises for a fee determined by the Board, may receive newsletters and notices, and may participate in other activities and make use of other facilities and services that may be provided by the Club. Privileges of Non-Resident and Associate Members are as stated in the Club Regulations.

Section 8 Family Separations
If members become divorced or legally separated, the membership of each person shall continue for the remainder of the current year. Either person may apply for membership to take effect the following year and upon acceptance any initiation fee shall be waived. Upon the passing of a married member or member in a civil union, who is in good standing, the surviving person’s membership shall continue including retaining the seniority and the same dues level of their current membership for the remainder of the year. At the beginning of the next calendar year, the surviving person can apply to continue membership in an appropriate membership category following the process in Article II Section 6 Change of Membership Category.

Section 9 Resignation
A single member, one married member or member in a civil union, who are in good standing, may resign by giving written notice to the Secretary, who shall report its receipt to the Board. If the membership account has outstanding dues or other charges, the resignation shall be accepted subject to any conditions placed by the Board on the collection of the unpaid charges.

In the instance that the other married member or member in a civil union wishes to continue membership, they can request to continue membership in the appropriate membership category following the process in Article II Section 6 Change of Membership Category.

Section 10 Suspension or Expulsion
The Board of Directors may suspend any or all privileges of membership or expel a member for violation of any Club Bylaw, Regulation, or other rule, or for unsportsmanlike conduct or other misconduct that may harm the Club, either materially or in reputation, or that is contrary or harmful to its purposes. Written notice of the meeting of the Board at which such action may be taken shall be mailed or sent electronically to the member at least 30 days before the meeting, and the member shall be given an opportunity to attend and defend himself or herself. A proposal to take such action shall require the affirmative vote of at least two-thirds of the entire membership of the Board.

ARTICLE III – MEMBERSHIP AUTHORITY
The Club membership shall determine the general direction of the Club in conformity with the statement of purposes in the Articles of Incorporation, elect officers and other members of the Board of Directors, and take other action consistent with these Bylaws.

ARTICLE IV – OFFICERS
The officers of the club shall be Commodore, Vice Commodore, Rear Commodore, Secretary, and Treasurer.

Section 1 Commodore
The Commodore is the senior officer of the Club. He or she shall be in overall charge of its general operations and shall chair all meetings of the Club membership, Board of Directors, and Executive Committee. The Commodore shall be an ex officio member of all committees named in the Bylaws, make the appointments provided for in the Bylaws, and make reports at Membership and Board meetings. The Commodore or his or her delegate shall represent the Club at meetings of the Inland Lake Yachting Association and other organizations of which the Club is a member.

Section 2 Vice Commodore
The Vice Commodore shall be responsible for the operation and maintenance of the Club’s buildings, grounds, and on-shore facilities and equipment, and shall prepare an operating budget for these activities for consideration by the Treasurer, Executive Committee, and Board of Directors. The Vice Commodore shall assist the Commodore in the discharge of his or her duties, represent the Commodore in the latter’s absence, and make reports at Membership and Board meetings.

Section 3 Rear Commodore
The Rear Commodore shall be responsible for the arrangement and conduct of all Club activities on the water and the operation and maintenance of Club watercraft, and shall prepare an operating budget for these activities for consideration by the Treasurer, Executive Committee, and Board of Directors. The Rear Commodore shall assist the Commodore and Vice Commodore in the discharge of their duties; represent the Vice Commodore in the latter’s absence, or the Commodore and the Vice Commodore in the absence of both; and make reports at Membership and Board meetings.

Section 4 Secretary
The Secretary shall take and maintain an accurate record of the meetings of the Membership, Board of Directors, and Executive Committee; manage Club correspondence; have custody of and preserve all deeds, mortgages, and other documents; oversee the Club’s business communications; and maintain all official records including the membership roll, official race results, and inventory and records of the Club’s perpetual trophies. The Secretary shall also be responsible for public relations and shall perform other duties normally incumbent upon the office or assigned by the Commodore or Board of Directors.

Section 5 Treasurer
The Treasurer shall be responsible for the financial operations of the Club; prepare the annual budget for consideration by the Executive Committee and Board of Directors; have custody of the funds of the Club; prepare notices of dues, fee assessments, and other charges; pay all bills properly contracted for by the Club; make a full financial report at the Annual Meeting; submit other financial reports to the Board; and perform other duties normally incumbent upon the office or assigned by the Commodore or Board of Directors.

Section 6 Election and Terms of Service
To be eligible for election, a person nominated for office shall have been a Club member for at least three years. Officers shall be elected at the Annual Meeting to serve one-year terms of service and shall assume the duties of their offices on the day following the Annual Meeting.

Section 7 Vacancies
In the event of a vacancy in the office of Commodore, the Board of Directors shall elect a Past Commodore not currently an officer to be Acting Commodore to perform the duties of the office. In the event of a vacancy in one of the other four offices, the Board shall elect a Club member other than an officer to be an acting officer to perform the duties of the office. An acting officer shall serve until officers have been elected at the next Annual Meeting and have assumed their duties.

Section 8 Removal from Office
The Board of Directors may remove an officer from office for any of the reasons listed in Article II, Section 10. Written notice of the meeting of the Board at which such action may be taken shall be mailed or sent electronically to the officer at least 30 days before the meeting, and the officer shall be given an opportunity to attend and defend himself or herself. The officer may be removed by the affirmative vote of at least two-thirds of the entire membership of the Board.

ARTICLE V – BOARD OF DIRECTORS
Section 1 Authority and Responsibilities
The Board of Directors shall implement decisions made at Membership Meetings; oversee the management of the Club’s property, finances, programs, and staff; approve the annual budget; and establish and annually review Regulations concerning the administration of Club programs and other activities in connection with the Articles of Incorporation and these Bylaws. However, except in an emergency that threatens the safety of persons or property, any proposed expenditure of more than $10,000 not included in the annual budget shall require the affirmative vote of at least two-thirds of the entire membership of the Board.
Board members shall actively participate in Club affairs and regularly attend Board and Membership meetings.

Section 2 Membership
The Board of Directors shall have 15 members. Six shall be the five elected officers and the last Commodore who completed his or her last term in office, all of whom shall be ex officio members. The other nine directors shall be members elected by the membership. At least nine directors shall be active participants in the Club’s sailing program as a helmsperson, crew, judge, or Race Committee member.

Section 3 Meetings of Directors
The Board of Directors shall meet at least quarterly each year. Eight directors shall constitute a quorum for Board meetings. The Commodore may call additional Board meetings that he or she considers necessary, and shall call meetings requested in writing by at least three directors. Written notice of each meeting shall be mailed or sent electronically to the directors at least ten days before the meeting date. Board members may participate in discussions and vote by video or audio conference. Club members may attend Board meetings as observers, except when the Commodore closes the meeting to observers for discussion of personnel, salaries, or other confidential matters. Minutes of Board meetings, except minutes of closed meetings, shall be published regularly and made available to Club members.

Section 4 Election of Directors and Terms of Service
To be eligible for election, a person nominated for membership on the Board of Directors shall have been a Regular, Senior, Intermediate or Honorary Club member, in good standing, for at least three years. Members of the Board who are not officers shall be elected at the Annual Meeting to serve three-year terms of service, and shall assume their duties on the day following the Annual Meeting. Terms shall be staggered so that three directors are elected each year. After serving a full term, a director may not be re-elected or appointed within a period of one year.

Section 5 Removal of Directors from Board Membership
The Board of Directors may remove a director from the Board for any of the reasons listed in Article II, Section 10. If a director fails to attend two consecutive meetings of the Board without prior notice of good cause to the Secretary, four or more members of the Executive Committee may recommend that the director be removed from the Board. At least 30 days before a meeting called to consider removal, notice shall be given to the director concerned, and the director shall be given an opportunity to attend and defend himself or herself. The Board may remove the director from Board membership by the affirmative vote of at least eight members.

Section 6 Vacancies
When a vacancy arises on the Board of Directors among members who are not officers, it may be filled or left vacant by the Commodore at his or her discretion. If left vacant, it shall be filled at the next Annual Meeting for any unexpired term.

ARTICLE VI – NOMINATION OF OFFICERS AND DIRECTORS
Section 1 Nominations by the Nominating Committee
The Nominating Committee shall nominate a member of the Club for each office and Board of Directors membership to be acted on at the Annual Meeting. Nominations shall be posted on the Club Notice Board on or before August 15 with a notice by the Secretary that the nominees are qualified as required by these Bylaws.

Section 2 Nominations by Members
Any ten members of the Club having voting privileges may together nominate other candidates for any office or Board of Directors membership. The nominations shall be signed by the members concerned and posted on the Club Notice Board at least six days before the Annual Meeting. A notice by the Secretary that the nominees are qualified as required by these Bylaws shall be posted before the meeting.

ARTICLE VII – MEMBERSHIP MEETINGS
Section 1 Regular Membership Meetings and Annual Meeting
Two regular meetings of the Club membership shall be held each year, the first in May and the second on the Saturday preceding Labor Day. The latter shall be the Annual Meeting of the Club for the election of officers and directors and the transaction of other business presented. Written notice of each meeting shall be mailed or sent electronically to each member at least 30 days before the meeting.

Section 2 Special Membership Meetings
At the discretion of the Commodore, or upon written request from ten or more members to the Commodore, the Commodore shall call a special meeting of the membership. Written notice of a special meeting, including the time, place, and agenda, shall be mailed or sent electronically to each member at least 15 days (30 days when Section 4, below, applies) before the meeting.

Section 3 Membership Meeting Quorum
Twenty members of the Club present or represented by proxy at a membership meeting shall constitute a quorum for the transaction of business. However, any lesser number of members may adjourn the meeting to a fixed place, day, and time, and notice of the adjourned meeting shall be mailed promptly to each member and posted on the Club Notice Board.

Section 4 Voting
Voting at all membership meetings shall be in person, except for instances which in- person meetings cannot be held due to local or national emergencies, as stipulated by the Executive Committee. In the instance of such emergencies, membership meetings can be held by video or audio conference. Voting by mail ballot shall not be permitted. However, voting by proxy shall be permitted to decide on the acquisition or disposal of Club property having a value of $50,000 or more, or on a matter that the Board of Directors, by the affirmative vote of at least two-thirds of its members present, has decided is appropriate for proxy voting. No member may exercise more than five proxies. The provisions of Section 2 of this Article apply to any membership meeting that will involve proxy voting. The procedure to be followed by a member wishing to authorize another member to serve as proxy is specified in the Club Regulations.

Section 5 Parliamentary Authority and Order of Business
Meetings shall be conducted in compliance with the Club Bylaws or, in matters not covered there, by Robert’s Rules of Order Newly Revised, with the following Order of Business: Call to Order, Approval of Minutes, Reports of Officers, Reports of Committees, Unfinished Business, New Business, Election of Officers, Miscellaneous, and Adjournment.

ARTICLE VIII – COMMITTEES
Section 1 Executive Committee
The Executive Committee shall consist of the five elected officers and the last Commodore who completed his or her last term in office. The committee shall be responsible for the day-to-day operation of the Club and shall implement instructions of the Board of Directors, monitor the activities of other committees and staff, recommend an annual budget to the Board, and regularly monitor compliance with the budget. The committee shall meet as determined by the Commodore. When clearly necessary, the committee may act on behalf of the Board by unanimous vote of all committee members, but only if a special meeting of the Board prior to its next scheduled meeting is not feasible or practical. The action shall be consistent with the Club’s purposes and these Bylaws, and the committee shall report it to the Board at its next regular meeting for approval or repeal.

Section 2 Race Committee
The Race Committee shall consist of the Rear Commodore as chairman, a Chief Race Officer appointed by the Commodore on the recommendation of the Rear Commodore, and members appointed by the Chief Race Officer who are qualified to conduct Club races. The committee shall be responsible for the conduct of all Club races and for training and scheduling race management personnel.

Section 3 Judges Committee
The Judges Committee shall consist of the Rear Commodore as chairman, a Chief Judge appointed by the Commodore on the recommendation of the Rear Commodore, and members appointed by the Chief Judge who are qualified to serve as judges. The Chief Judge shall form protest committees, schedule protest hearings as needed, and organize the training of Club members to serve as judges.

Section 4 House, Grounds, and Waterfront Committee
The House, Grounds, and Waterfront Committee shall consist of the Vice Commodore as chairman and members appointed by the Vice Commodore who are qualified for service. The committee shall be responsible for the operation and upkeep of all Club buildings and land-based facilities and grounds, and shall recommend to the Board of Directors rules for use of the Club property by members and their guests.

Section 5 Membership Committee
The Membership Committee shall consist of a chairman and members appointed by the Commodore. The committee shall review all applications for Club membership and transfer between membership categories, and shall forward its recommendations to the Board of Directors for action.

Section 6 Nominating Committee
Before August 1 of each year, the Executive Committee shall appoint and post the names of a Nominating Committee consisting of a chairman and two other members, none of whom shall be Club officers or directors. The chairman and at least one other member shall be active participants in the Club’s sailing program as a helmsperson, crew, judge, or Race Committee member. The committee shall nominate a member of the Club for each office and Board of Directors membership for election at the Annual Meeting. The nominations shall be reported to the Secretary in time for posting on August 15 with a notice by the Secretary that the nominees are qualified as required by these Bylaws.

Section 7 Finance Committee
The Finance Committee shall consist of the Treasurer and a chairman and two other members appointed by the Commodore. The committee shall assist the Treasurer in the performance of his or her duties, assist in the preparation of an annual budget, recommend investment policy to the Board of Directors, select outside auditors, regularly review the overall financial condition of the Club, stay informed of governmental regulations that affect the Club’s finances, and make recommendations to the Board and Club membership for strengthening the Club’s financial condition.

Section 8 Long-Range Planning Committee
The Long-Range Planning Committee shall consist of a chairman and three members appointed by the Commodore. Considering the five- to ten-year period ahead, the committee shall identify potential opportunities and challenges, study alternative courses of action and their potential consequences, develop goals to help guide Club programming and fund-raising priorities, and make recommendations to the Board of Directors and Club membership for action.

Section 9 Social Committee
The Social Committee shall consist of a chairman appointed by the Commodore and members appointed by the chairman. The committee shall plan and organize an annual program of social events for members and visiting sailors who attend regattas conducted by the Club. The committee shall coordinate planning of social events with fleet captains, regatta chairmen, the Membership Committee, the Geneva Lake Sailing School, and the Club Manager to provide a variety of events for the membership as a whole or for groups of members, and to prevent conflicting dates. The social program should help members become better acquainted, especially new members, and ensure that visiting sailors feel welcome.

Section 10 Publications and Communications Committee
The Publications and Communications Committee shall consist of a chairman appointed by the Commodore and members appointed by the chairman. The committee shall manage the publication of the annual Yearbook and Membership Roster and other publications or printed matter, and oversee the design and content of the Club website, and other Club communications.

Section 11 Trophy Committee
The Trophy Committee shall consist of a chairman appointed by the Commodore and members appointed by the chairman. The committee shall purchase trophies for club racing and regattas organized by the Club; be responsible for the annual maintenance, engraving, and return of trophies owned by the Club; and arrange the display of trophies for presentation at regattas organized by the Club and at the annual Trophy Presentation.

Section 12 History and Archives Committee
The History and Archives Committee shall consist of a chairman appointed by the Commodore and members appointed by the chairman. The committee shall plan and implement systems for the collection, preservation, retention, and storage or display of Club records, photographs, paintings, books, artifacts, and other objects of historical importance or interest, such as governing documents, deeds, minutes, trophy deeds of gift, race results, and important financial records.

Section 13 Merchandise Committee
The Merchandise Committee shall consist of a chairman appointed by the Commodore and members appointed by the chairman. The committee shall arrange with the Club Manager for the acquisition and sale to members of various items of clothing, the Club burgee, and other merchandise of interest to members.

Section 14 Ad Hoc Committees
The Commodore may create ad hoc committees and appoint their members as he or she considers desirable in particular circumstances. In doing so, the Commodore shall prepare a written description of the responsibilities and, when necessary, the authority of the Committee.

ARTICLE IX – FLEET REPRESENTATIVES, COUNCIL, CAPTAIN
Section 1 Fleet Representatives
No later than Labor Day of each year, each one-design fleet, any PHRF fleet, and the Power Fleet shall report to the Commodore the name of one of its members who will be its Fleet Representative. Each representative shall be a member of the Fleet Council and shall serve for one year beginning October 1. The Commodore may appoint a Fleet Representative for a fleet that has not named one.

Section 2 Fleet Council
The Fleet Council shall meet when necessary to discuss matters of mutual interest, make recommendations for Board consideration, and act on decisions of the Board. Annually before December 31, the Council shall propose to the Rear Commodore the following year’s schedule for Club races and any regattas requested by fleets.

Section 3 Fleet Captain
The Commodore shall appoint one member of the Fleet Council to be its chairman and Fleet Captain, to represent the Fleet Council at Board of Directors meetings and to report on fleet activities and other relevant matters at the Annual Meeting.

ARTICLE X – COMPETITION IN CLUB RACES
Section 1 Eligibility
To be eligible to compete in Club races, a boat’s helmsperson and owner shall be a Regular, Senior, Intermediate, Junior, Honorary Service or Honorary Life Club member in good standing. A boat failing to comply with this requirement may be disqualified, subject to a hearing, in races sailed when not in compliance, and shall be barred from further competition until in compliance.

Section 2 Registration
A boat owned or controlled wholly or in part by one or more Club members wishing to compete in Club races shall be enrolled in a fleet by being registered with the Secretary. Except with prior approval of the chairman of the Race Committee, an unregistered boat may not compete in Club races or represent the Club in other events.

Section 3 Racing Rules
Club races shall be governed by The Racing Rules of Sailing published by World Sailing, the prescriptions of the United States Sailing Association, class rules, and the Club Sailing Instructions.

Section 4 Trophies, Prizes, and Awards
Trophies, prizes, and awards shall be presented in recognition of racing achievement or service to the Club. Perpetual trophies may be donated to the Club if approved by the Board of Directors.

ARTICLE XI – STAFF
Section 1 Executive Secretary
An Executive Secretary may be employed by the Executive Committee upon the recommendation of the Commodore and shall report directly to the Commodore. The Board of Directors shall determine the Executive Secretary’s duties and compensation.

Section 2 Club Manager
A Club Manager may be employed by the Executive Committee upon the recommendation of the Vice Commodore and shall report directly to the Vice Commodore. The Board of Directors shall determine the Manager’s duties and compensation.

Section 3 Other Staff
Other staff necessary for the Club’s operations may be employed within the limitations of the annual budget.

ARTICLE XII – FINANCIAL OBLIGATIONS OF MEMBERS
The financial obligations of members, including initiation fees, membership dues, charges for goods and services purchased from the Club, and penalties for late payment, shall be as stated in the Club Regulations. Special assessments may be levied on members for specific purposes, but only after being approved at a Regular or Special Membership Meeting by the affirmative vote of at least two-thirds of the members present or represented by proxy and eligible to vote. A proposal to authorize an assessment or to discuss matters that would involve an assessment shall be in writing and mailed to members at least 30 days before the meeting at which it will be considered.

ARTICLE XIII – LIABILITY AND INDEMNITY
Section 1 Liability of Directors and Officers
Except as otherwise provided by law, no director or officer shall be liable to the Club, or any person asserting rights on behalf of the Club, its creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes (a) a willful failure to deal fairly with the Club in connection with a matter in which the director or officer has a material conflict of interest; (b) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal profit or benefit; or (d) willful misconduct.

Section 2 Indemnity of Directors and Officers
The Club shall indemnify a director or officer, to the extent he or she has been successful on the merits or otherwise in the defense of any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the Club or by any other person, for all reasonable expenses, including fees, costs, charges, disbursements and attorney fees, incurred in the proceeding, provided the director or officer was a party because he or she is a director or officer of the Club, and in all other cases, the Club shall indemnify a director or officer against liability, including judgments, settlements, penalties, assessment, forfeitures, fines, including any excise tax assessed with respect to an employee benefit plan, and reasonable expenses, incurred by the director or officer in the proceeding, provided the director or officer was a party because he or she is a director or officer of the Club, unless the liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the Club and the breach or failure to perform constitutes (a) a willful failure to deal fairly with the Club in connection with the matter in which the director or officer has a material conflict of interest; (b) a violation of criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal profit or benefit; or (d) willful misconduct.

The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, shall not, by itself, create a presumption that indemnification of the director or officer is not required under this bylaw. No indemnification is required under this bylaw to the extent the officer or director has previously received indemnification, reimbursement or allowance of expenses from any person, including the Club, in connection with the same proceeding. Determination of whether indemnification is required under

this bylaw shall be made by the means provided pursuant to Section 181.0873 of the Wisconsin Statutes.

The Club, by its Board of Directors, may indemnify in a like manner, or with any limitations, any employee or agent of the Club who is not a director or officer with respect to any action taken or not taken in his or her capacity as such employee or agent. The foregoing rights of indemnification shall be in addition to all rights to which directors, officers, employees or agents may be entitled as a matter of law, by resolution of the board of directors, or by written agreement with the Club. All terms used in this Section 5.2 for which a definition is provided in Section 181.0871 of the Wisconsin Statutes and not otherwise herein defined shall have the meaning set forth in said statute.

ARTICLE XIV – FISCAL YEAR
The Club’s fiscal year shall be the calendar year.

ARTICLE XV – AMENDMENTS
These Bylaws may be amended only by the membership. A proposal to amend the Bylaws shall be considered at the next Regular Membership Meeting, and the Secretary shall mail or send electronically written notice of the proposal to the membership at least 30 days before the date of the meeting. The Bylaws may be amended only by the affirmative vote of at least two-thirds of the membership in attendance or represented by proxy and eligible to vote.

 

Regulations Related to Bylaws
ARTICLE II – MEMBERSHIP
Section 3 Membership Categories
The Lake Geneva Yacht Club and the Geneva Lake Sailing School are two separate organizations. Membership in either organization does not automatically imply membership in the other organization.
Section 4 Member’s Family
Parents of Junior Members do not enjoy privileges associated with club membership, unless they are members in their own right. 
Section 6 Change of Membership Category
Members are able to convert to Regular Membership provided that they have shown an interest in or have historically participated in the sailing program. (See below). The membership request should be submitted through the normal membership application process.
Regular Members are able to convert to a different membership category upon submission of a request to the Membership Committee and approval of that request by the Board of Directors. 
Section 7 Membership Privileges
Regular Members 
Regular members shall be limited to members who are currently participating or have historically participated in the sailing program by purchasing a sail boat, regularly crewing, or serving on the Race Committee. Regular members shall have voting privileges and shall be eligible to hold office in accordance with the Bylaws.  Regular members shall have boat launching privileges, shall be eligible for a boat slip, subject to the regulations below, and to store boats on-site at storage rates set by the Board of Directors.  Regular members shall be eligible for preferred car parking and dining reservations as may be provided by the Board of Directors. The Board of Directors may limit the number of Regular members. As of June 6, 2015, that number shall be 175.  
Senior Members
Senior membership shall be available to any regular member who applies for such membership and has met the requirements as set forth in the Bylaws.  Senior members have voting privileges and shall be eligible to hold office in accordance with the Bylaws.  Senior members shall have boat launching privileges, shall be eligible for a boat slip, subject to the regulations below, and to store boats on-site at storage rates set by the Board of Directors.  Senior members shall be eligible for preferred car parking and preferred dining reservations as may be provided by the Board of Directors.
Intermediate Members
Intermediate membership shall be subject to the age requirements as set forth in the Bylaws.  Intermediate members shall have the all of the privileges of a Regular member except for eligibility for boat slips and preferred car parking. 
Associate Members
Associate members shall not have voting privileges, shall not be eligible to hold office in accordance with the Bylaws nor may they act as helmsperson for an official Club race. Associate members shall not be eligible for a boat slip.  Associate members may store boats on-site, subject to availability, at the storage rates set by the Board of Directors.  The Board of Directors may limit the number of Associate members. As of December 5, 2015, that number shall be limited to 50% of the voting members at the time any such Associate member may be approved.  Associate members shall not be eligible for preferred car parking and dining reservations.
Associate Members shall have boat launching privileges. Associate Members who own a power boat are required to attend LGYC power boating orientation to provide instruction on how to operate a power boat around the Club and while watching races. 
Off-Season Dining Member
Off-Season Dining Memberships valid between October 1 and April 30, shall be available to individuals who have expressed interest in the purposes and activities of the Lake Geneva Yacht Club and complete an Off-Season Dining Membership application for approval by the Membership Committee. Off-Season Dining Members shall not have voting privileges nor shall they be eligible to hold office.  The Board of Directors may limit the number of Off-Season Dining Members. As of October 1 2018, that number shall be limited to 30% of the voting members at the time any such Off-Season Dining Member may be approved. An Off-Season Dining Member shall be liable for a membership fee set by the Board. If Off-Season Dining Members elect to convert their membership to another membership category they must reapply through the standard application process and will be subject to full initiation fees. The Board of Directors reserves the right to restrict and regulate this category of membership.
Non-resident Members
Non-resident members shall be subject to the residency requirements as set forth in the Bylaws.  Non-resident members shall have all of the privileges of a Regular member.  Non-resident members shall not be included in “Seniority” with Regular and Senior members, but rather shall be included in a separate category of Non-resident members. No further applications for this category will be accepted effective May 28, 2016.
Geneva Lake Sailing School Instructors
Sailing School instructors have no special benefits regarding membership, boat storage, racing, scoring, or trophies.
Non-members
Non-members may purchase club items. 
Boat Launching Privileges 
Members using boat-launching privileges must follow the guidelines outlined to all members. The Board of Directors may limit the number of and/or frequency of member boat launching as well as trailer parking and storage.  Members must be cognizant of the sailing schedule (i.e. no launching during pre-race rigging, etc.). Launching and docking priority shall be given first to racing sailboats, then pleasure sailboats, and then motor boats. Power yachts shall use only the windward side of the piers and shall not restrict the sailing yachts in any way. Members should obtain and observe the power boating guidelines available through the Club Manager.
ARTICLE V – BOARD OF DIRECTORS
Section 3 Meetings of Directors
Board meetings are open to the general membership. Meeting dates are posted on the LGYC website.  Members are welcome to attend.
Section 4 Election of Directors and Terms of Service
Board meeting minutes should reflect attendance as outlined by the Bylaws. 
ARTICLE X – COMPETITION IN CLUB RACES
Section 1 Eligibility
Members may petition the Board of Directors to form new fleets. The Rear Commodore may propose dissolution of a fleet when the fleet fails to participate in scheduled races or the number of registered boats in that fleet is less than three.
Section 4 Trophies, Prizes, and Awards
Polished perpetual trophies, prizes and awards shall be returned to the club office by June 15th following the year they were awarded.
Winners of the following perpetual trophies, prizes, and award will continue to have their names engraved on the trophies and may have their pictures taken with the trophy at the club; however the trophies are not to leave the club due their historical significance, condition, and importance. Jointly, the Trophy Committee and History and Archives Committee shall bring to the Board of Directors for approval any additions or deletions of any perpetual trophies, prizes, and awards to this list. Sheridan Prize (Class A); Charles H. Wacker Trophy (Class A); Dr. Otto L. Schmidt (Class A); H.H. Porter Trophy (calligraphy book) (Class A); I-4 Model (Class A); Folly Prize (Class E); The Expert Challenge Cup (Class E); A.F. Gartz Jr. Memorial Trophy (Class E); Dirigo Trophy (Class E); L.Z. Leiter Trophy (Class C);  Whitewing Trophy (Class C); Shadyside Cannon (Sonar).
ARTICLE XII – FINANCIAL OBLIGATIONS OF MEMBERS
All Dues and Fees are determined by the Board of Directors in connection with the approval of the annual budget. Regular, Senior, Associate and Intermediate members are also subject to a minimum annual restaurant change. Once members have paid their minimum annual restaurant charge they will not be required to commit to any additional restaurant charges that year. For the purpose of membership classification, effective May 28, 2016, ages shall be determined as of January 1 of the current year. Effective January 1, 2016, members shall be billed monthly for 1/12 of the annual dues. New member dues shall be billed and payable following approval of application for membership. Wisconsin sales tax shall be added to all dues and fees. 
An Initiation Fee is to accompany Application for Membership for all applicants over age 32. Applicants who were previously members will pay the difference between the current Initiation Fee of the Membership Category for which they are joining and the Initiation Fee(s) previously paid. Members in good standing moving from intermediate to regular membership are not required to pay an additional Initiation Fee. For those under age 32 there is no Initiation Fee. Initiation Fee is waived for surviving spouse following death and for divorced spouse if joining the year following the divorce. 
Membership Dues shall be determined and billed as directed by the Board of Directors as noted above.  The following guidelines are currently in effect.
Senior Member: Dues are approximately 2/3 of the Regular Member dues.
Intermediate Member:  Dues shall be as determined by the Board.
Nonresident Member: Dues are approximately 1/2 of the Regular Member dues.
Junior Member: Dues are approximately 1/5 of Regular Member dues.  Payment shall be included with the Application for Membership. Dues are billed in full in January. Junior Member parents are not allowed to purchase aclohol. 
Boat Storage
Storage Fees shall be determined and billed as directed by the Board of Directors. The following guidelines are currently in effect.
Summer and Winter Dry Land Storage
Summer Season (May 1-November 1)
Fees for racing classes shall be based on boat length. Cruise/non-racing boats have a separate fee. If a yacht has multiple owners, all owners must be members. Responsibility for dry land storage charges for a multiple-owner yacht is determined by her owners; i.e., bill one or bill all equally. 
For those storing multiple racing boats, the most expensive is charged at full rate, the next most expensive is given a 10% discount, and all others are given a 15% discount.  
Partial Season Boat Storage 
Mooring charge billed monthly is 50% of Full Season; charges billed weekly are 30% of the monthly charge.
Indoor Summer Boat Storage
Fees are determined as noted above for powerboats with in/out privileges, for non-use storage, for summer trailer storage, and for iceboat storage.  
Winter Season (November 1-May 1)
Fees are based on the length of the boat. Outside winter storage is 1/2 the inside storage rate.  Boats owned by non-members are charged double the member rate. Winter shore station storage charges for non-members are twice the member rate. 
Regulations Relating to Club Boat Slips 
The objective of having slips rented at the LGYC is to provide its members with affordable access to Lake Geneva and foster our core objective of competitive sailing. Boat slips will be made available to regular or senior members only, at a fee determined by the Board of Directors on a seasonal basis. 2023 fee is $4000 plus tax. The Vice Commodore will initially maintain current slips assignment to regular or senior members in good standing who have rented a slip during the previous season. Members renting slips from the previous year will be invoiced in April of each year.  All slip fees must be paid and a signed copy of these regulations must be received within 30 days of the invoice date or the slip rental may be forfeited. 
If a current slip renter surrenders their slip, they have a one-time option to pay $500 to be placed on the top of the wait list and remain on the wait list until the next slip becomes available to them. If there is already a member who has surrendered a slip, the second person surrendering will be number two on the list and so forth. If the opportunity to rent the slip is declined, the member may have their name removed from the wait list or pay $500 to exercise a one-time option to remain on the wait list, in present queue until the next slip becomes available to them. The space will be offered to the next qualified member on the list.
The waiting list will be maintained by the Vice Commodore and the Executive Secretary and will be open only to regular and senior members in good standing. Good Standing: For purposes of this regulation, good standing shall mean the member’s account shall not be more than 30 days past due. Members not in good standing may be removed from the wait list and may forfeit their assigned slip.
The maximum boat size is 28 feet and 11,000 pounds. Members are encouraged to put their boats on lifts. Boats weighing over 5,500 pounds and all powerboats are required to use lifts. All costs associated with lift and platform, procurement, installation, removal, utilities, maintenance and storage are the slip renter’s responsibility. Boats not on a lift are required to be properly moored with dock lines, snubbers and spring lines to help minimize damage to the piers. All damages incurred due to inadequate mooring will be billed to the member. No canopies are allowed.
The slip rented by a LGYC member at the LGYC pier is non-transferable. The LGYC slip and the LGYC pier may be used only by the slip-renting member and by said member’s guests. If at any time the slip or pier is used for financial gain, it shall result in immediate termination of the use of the LGYC slip by that member. Except for unusual circumstances that are approved in advance by the Vice Commodore, no slip may be occupied by a boat that is not registered in the member’s name. Temporary slip mooring arrangements may be permitted by the Vice Commodore for unique circumstances such as regattas and boat shows, etc. Failure to meet the requirements set forth above will result in a written notification to the member. Compliance shall be required within 10 days or the member will be required to forfeit the rented slip and any paid fees. If a member’s boat is removed for non-compliance it will be removed at the owner’s expense.
Approved by Board of Directors on February 1, 2014
Reciprocity 
LGYC extends reciprocal privileges to Yacht Club members of clubs that allow the same privileges to our members.
Reciprocal Members must present either their current Club membership card or a letter of introduction from their Club. Once reciprocity is verified, Reciprocal Members may use the facilities 5 times during the season of Memorial Day to Labor Day. Reciprocal Members may charge restaurant, bar, and clothing and shall pay at the time of purchase by credit card. LGYC does not bill back to the reciprocal member’s home Club. LGYC reserves the right to restrict and to regulate this privilege.
Membership at the LGYC includes the privilege of visiting other clubs that recognize LGYC as a Reciprocal Club. It is advisable that the LGYC Member contact any club they plan to visit in advance. LGYC Members may charge at Reciprocal Clubs and shall pay at the time of purchase.
Special Member Services  
Trophy engraving, US Sailing membership, etc., will be billed to members with no additional surcharges.
Credit Card Payments  
Credit cards shall be charged at the time of billing. Statements shall be stamped “Paid by Credit Card.”
Intermediate, Non-Resident, Junior and Associate Members are required to have a credit card on file with the Club Office. Credit cards will be charged for any amounts which are 30 days past due.
Accounts Receivable  
Terms: Net 30 days:  Billing monthly; a late fee of $25 will be charged each month on any account with a balance over 60 days past due.
  
After 60 days: Any member whose account is past due 60 days will not be scored in LGYC racing until said account is brought current by payment in full and said member so advises the Treasurer or accountant, who, in turn, shall promptly so advise the scorer. Resumption of scoring is not retroactive.
After 90 days:  All “charge” privileges are removed and member will be put on a COD basis and posted as a past due account.
After 120 days: Member will be referred to the Board of Directors for appropriate action. The Board may enter into a payment plan and may require posting of a credit card for all future account charges.  The Board may expel the member, pursuant to the Bylaws. Following expulsion, the Board may proceed to collection activities through a collection agency or attorney, as it deems appropriate. 
Action may be posted. An account shall not be turned over to a collection agency until a member has been expelled.
LGYC charges to regattas
The Club as a whole should not subsidize specific regattas, which should be self-supporting. A daily rate for the use of the Flagship will be determined by the Board of Directors based on driver’s salary, gas, and maintenance costs. For GLSS regattas, the daily rate is based only on salary and gas. Utility and maintenance charges for the Clubhouse are determined by the Board of Directors.
Authority to Enter Into Various Agreements
When entering into various agreements in connection with the operation of its facilities and related activities, including but not limited to service and maintenance agreements, entertainment, catering, insurance contract and agreements and agreements related to the purchase or improvement of capital assets, the Club Manager, Treasurer, or Commodore are authorized to sign such contracts and agreements to the extent included in the approved annual budget, subject to the following limitations:
The Club Manager is authorized to enter into such contracts and agreements for service and maintenance, catering and entertainment, not to exceed $1,000 subject to prior approval by the Treasurer. The Treasurer is authorized to enter into any such agreement, not to exceed $5,000. The Commodore is also so authorized in the absence of the Treasurer. The Commodore and Treasurer are authorized to jointly enter into any contract in excess of $5,000 but not to exceed $10,000. Any contract in excess of $10,000 must be approved by the Board of Directors whether or not it is included in the approved annual budget.
POLICIES RELATED TO HOUSE, GROUNDS, and WATERFRONT RULES
Building Rule  – Alcoholic Beverages
All alcoholic beverages will be distributed according to Wisconsin State Statutes.
Grounds Rule 7 – Alcoholic Beverages
No alcoholic beverages will be given away on the last day of a regatta.
Maple Hills Association (property to the east of LGYC) 
LGYC and GLSS boats are requested to stay clear of the mooring area at Maple Hills. LGYC may not use Maple Hills pier or bouys for mooring boats. There will be no eating, playing, swimming, etc. by LGYC members or their guests at the Maple Hills pier or elsewhere. Effective September 2016, Maple Hills members may not use the LGYC launch ramp. 
OTHER POLICIES
Boat Driver
Boat 2 driver may go out on the water alone. 
Trophies
As determined by the Board of Directors and as stated in deeds of gift, some active trophies of historic significance remain at the Yacht Club. Trophies that are inactive or that the Board has retired also reside at the Yacht Club unless otherwise stated in deeds of gift or directed by the Board. 
Guest Sailing Policy (Provisional Racing Guidelines)
Guests must be invited to participate in the “Provisional Racing” by an existing LGYC member who is currently in good standing with the membership.  Guests may participate in no more than three races per season. Guests must have a discussion with the Fleet Captain prior to their first race to ensure the guest is aware of the “fleet history/status” and to prevent any potential problems of interfering with race series results. Guests will sail with full rights outlined in the LGYC Sailing Instructions (SI), but must “duck out” prior to the finish to avoid any confusion to the LGYC members. Guests shall not be considered in determining minimum fleet size for race scoring as prescribed in SI 17.1.  Guests will not be scored for the time he/she is not a member, and shall not be scored retroactively should they join LGYC at a later date.
Sail Number Allocation Procedure 
  1. Only members of the Lake Geneva Yacht Club will be assigned “I” (ILYA lake designation) numbers for classes A, E, C, and X (and any other fleets that the ILYA may include in this program.)
  2. Each member may be assigned one number to be used in all fleets. The member must own a boat in one of the designated fleets. If a member owns more than one boat in any fleet, additional numbers may be assigned for that fleet only.
  3. Numbers may be loaned on an annual basis if the member loaning the number agrees in writing to the Secretary (on the LGYC Board of Directors) or the Executive Secretary. The LGYC office will maintain a record of number assignments and waiting list for number assignments.
  4. If the member does not own and race a boat in any of the designated fleets for a period of five years, with the exception of a past Commodore, the number automatically will be released or assigned to the next person on the waiting list.
  5. If a member has been inducted into the National Sailing Hall of Fame, the member may ask that their number be held for use by their direct descendants or retired from use.
  6. If the membership is discontinued for any reason, the number that it held will become available first to any active membership that is a direct descendent of the discontinued membership, then to other memberships on the basis of the waiting list. This policy is retroactive for four years; i.e., if a yacht has not raced during the past four years, she may race in the fifth year to retain her number.
HOUSE RULES
  1. House Rules enable members of the Lake Geneva Yacht Club (LGYC) and Geneva Lake Sailing School (GLSS) to fully enjoy our facilities with minimum inconvenience to themselves, other members, and our neighbors. Please bring these rules to the attention of your family and guests. The conduct of family members and guests is the responsibility of the member. Everyone’s cooperation is expected and appreciated. 
  2. Club hours will be posted on the Official Notice Board.
  3. The LGYC and the GLSS will not be held responsible or liable for loss or damage to any private property that may be brought to the clubhouse, grounds and premises. Boats are stored at owner’s risk.
  4. Amendments and changes to House Rules will be posted on the Official Notice Board.
  5. While participating in GLSS events and classes, children will be under the supervision of the GLSS. At all other times, children should be under the supervision of their parents or other adults selected by their parents. LGYC assumes no responsibility for the safety of our young people.
  6. No pets are allowed in the clubhouse or on the grounds at any time.
  7. Members may reserve LGYC facilities for private entertainment. All such reservations should be made with the Operations Manager and are subject to approval of the Executive Committee.
  8. Comments and suggestions should be made to the Operations Manager or to any member of the House, Grounds, and Waterfront Committee.
Building
  1. The clubhouse is a smoke-free environment.
  2. The LGYC telephone is to be used for Yacht Club and Sailing School business only.
  3. The office is private and to be used only by Yacht Club and Sailing School officials and Race Committee personnel.
  4. Bathing suits may not be worn in the clubhouse. Men shall wear shirts in the clubhouse. Bare feet are not allowed. Hats should not be worn during dinner service in the dining room (carpeted area).
  5. No one under the age of 21 will be served alcoholic beverages.
  6. No one under the age of 21 without adequate supervision shall be allowed in the bar area while alcoholic beverages are being served.
  7. No flammable or toxic liquids may be stored in the clubhouse or other buildings by members or guests.
Grounds
  1. All federal, state, county and village ordinances, rules and regulations applying to the use, operation, ownership and safety of boats and equipment shall apply to the waterfront and piers of LGYC.
  2. Space available for parking is limited. Please cooperate.
  3. Trailers shall be parked in assigned spaces only.
  4. Unlicensed motor vehicles are not permitted on LGYC property.
  5. Only persons holding a valid driver’s license may operate a motor vehicle on the premises.
  6. No picnicking shall be allowed on LGYC grounds while the kitchen is open.
  7. No alcoholic beverages shall be consumed anywhere on LGYC grounds but the restaurant and bar area during posted hours except for regattas and special social functions. 
  8. It is in violation of our liquor license for members or guests to bring on the premises or consume on the premises any liquor not purchased from LGYC.
  9. All flammable or hazardous materials by necessity present on boats in assigned dry storage spaces must be in proper containers in compliance with all state and federal regulations.  This includes fuel lubricants and batteries. No other flammable, corrosive, or hazardous substances shall be stored on the premises by members or guests.
  10. All vessels and equipment shall be removed from the LGYC storage lot and waterfront by November 1 and may not be returned until after April 30, unless arrangements have been made for inside or outside storage with the Operations Manager. To accommodate regattas, members may also be asked to relocate vessels on the property or temporarily completely remove them from the property. Any yacht not so moved may be moved by the LGYC or its agents at the owner’s expense and risk incurring storage charges.
  11. LGYC is not responsible for members’ yachts, equipment, or personal gear of any kind, nor is it responsible for their personal safety.                                          
Property Use Grounds Guidelines
With the increase in membership in the last few years, we have seen an increase in activity around the property. To provide a safe environment for both people and their boats, we are implementing regulations.
• All buildings will be locked utilizing a keypad entry system. All members with boats/trailers will have access to the code to enter buildings.
• Anyone under the age of 16 will require adult permission/supervision to enter buildings 1, 2 and 3.
• Building 4, under the supervision of GLSS, will restrict access but allow Junior and Senior Sailors whose boats are dry stored there to gain access when they intend to sail.
• During off sailing hours when it’s dark, all access to the property South of the Club will be off limits to those under the age of 16.
• Those under the age of 16 require permission/supervision to access grounds South of the Club except while passing on the driveway
Waterfront
  1. Members shall not block access to the hoists at any time unless they are waiting to launch or come out. Please have crew members on hand to hoist quickly and return vehicle and trailer to their assigned space without delay.
  2. After launching, members should move their boats down the pier to make room for others.
  3. All skippers are requested to rig their boats and leave the pier area as quickly as possible after launching. When returning, skippers are requested to limit their mooring to the time necessary to de-rig and hoist their boats from the water.
  4. No boats may use neighboring piers at any time without special permission from the neighbors.
  5. Hoists should be “tied down” when not in use.
  6. Power yachts shall use only the windward side of the piers and shall not restrict the sailing yachts in any way.
  7. Sails must not be hung on the flagpole. Sails should be attended if spread on the grass.
  8. Launching and docking priority shall be given first to racing sailboats, then pleasure sailboats, and then motor boats.
  9. Please be aware there is no lifeguard on duty. Swim at your own risk.