Bylaws of SAIL KOKOKAHI
(The “Corporation” or “Club”)
Adopted May 4, 2022 based on the former Kokokahi Sailing Club Bylaws
1. Membership
General memberships in the Corporation shall be confined to those individuals who submit and abide by the Corporation membership agreement, and make the payment for the required initiation, storage or launching, and membership fees. The treasurer of the Corporation shall be empowered to accept an applicant into the Corporation.
Each member of the Corporation shall be entitled to one vote at general membership meetings. The voting power of each member shall be exercised in person or by proxy.
Each member is required to keep their boat(s) in a moveable condition at all times (by either a trailer or dolly in good working order).
Club Days are meetings of the membership primarily for grounds maintenance. The schedule of Club Days will be determined at the annual membership meeting and may be rescheduled due to weather, conflicting holidays or other reasons as determined appropriate by the Board of Directors (BOD).
Members will be notified via email when their boat is found to be not in moveable condition. A member shall be considered not in good standing and there shall be a fine (determined annually by the BOD) assessed for boat(s) not in moveable conditions after two successive Club days.
A member not in good standing shall not be entitled to utilize Club facilities.
A member not in good standing shall immediately have their boat moved to the back of the storage area and their original storage space will be available for members in good standing.
If a member in good standing wishes to move their boat to a storage location closer to the water, they need to make this desire known to the Commodore. A list of boat storage movement requests will be compiled on a first come first serve basis. The member (must be present) who is at the top of the boat storage movement request list can take any of the storage locations that are available. Boats will only be moved to new storage locations on Club days in the presence of other members. Any member bringing in an additional boat will automatically be placed at the back of the storage area.
A member not in good standing shall not be entitled to vote.
After any member has been not in good standing for 30 days, the BOD is authorized (but not required) to terminate their membership to the Club; this requires the mailing of a notice of termination of membership to the member (at the last address provided) signed by the Commodore and one other Director of the Corporation. Such action can be taken only by official action of the BOD. Members will be notified via email of their change in status to “not in good standing.”
Upon termination, a member may be subjected to legal action to recover any amounts owed the Club and may have a lien placed upon any of their property stored on Club premises.
The BOD may deny membership to a formerly terminated member.
The BOD has the authority to designate a member not in good standing if the BOD deems the member’s conduct inconsistent with the Corporation. This determination may be based on any number of factors including, but not limited to, maintaining stored vessels in good appearance and working order, maintaining current state vessel registration, sailing stored vessels at least once per year, attending at least one cleanup day per year, treating fellow club members with respect, and embodying the Corinthian spirit.
2. Dues
There shall be a one-time initiation fee, yearly membership fee, yearly storage or launching fee, and any applicable discounts, which will be determined annually by the BOD. In appropriate circumstances, the yearly storage fee may be prorated on a monthly basis. Additionally, members converting from launching to storing or basic status (or vice versa) may have a monthly prorated credit applied to the conversion.
Upon affirmative vote of at least 75% (of members present at any meeting) a special assessment may be levied.
All initiation fees, membership fees, and storage or launching fees shall be due and payable no later than the 1st day of January each year or immediately upon a new member joining. This annual due date may be adjusted annually as determined by the BOD provided a 30-day billing notice is mailed to the latest membership address on file.
Whenever a boat is over twenty-one feet in length and/or fifteen feet in width it is considered to be two (2) boats and will be charged accordingly. No boats over twenty-five feet in length or twenty feet in width shall be allowed.
In recognition of their service and as an incentive to hold office, the Directors of the Club shall be excused from paying membership and storage fees for up to one (1) boat. In addition, the BOD may excuse a member from paying membership and storage fees, in whole or in part, for services or goods rendered that demonstrate a significant and enduring positive impact to the club membership. This excusal is in addition to reimbursement of any personal expense approved by the BOD. Any such action shall be announced to the membership via email or at a club day.
Whenever a member shall be in arrears in payment of their obligations described in this article shall be considered a member not in good standing.
3. Board of Directors (BOD)
The BOD, also referred to as the club officers, shall consist of a four-member board; a Commodore (president), Vice-Commodore (vice president), Secretary, and Treasurer.
The BOD shall be elected at the annual meeting of the Corporation to be held in December of each year and shall assume their duties in January the following year.
The BOD shall have the authority and responsibility to carry out the objectives of the Corporation to the best of their ability, making such policy decisions as may be necessary and proper.
The management of the Corporation and the control of the Corporation’s property shall be vested in the BOD.
Meetings of the BOD shall be held at the call of the Commodore or upon the written request of the majority of the BOD.
At least two members of the BOD present at a meeting shall constitute a quorum for the transactions of business at any regular or special meeting.
The Commodore shall preside at all meetings of the Corporation and shall be the Chief Executive Officer of the Corporation.
The Vice-Commodore shall act for the Commodore in case of absence or disability and shall succeed to the office of Commodore in case there should be a vacancy.
The Secretary shall keep all records, except for financial records, of the Corporation and shall perform such other duties as may be necessary and proper.
The Treasurer shall be the collector and custodian of funds due and owing the Corporation and keep true and accurate accounts with respect to all financial transactions of this Corporation and shall render a financial report at each general meeting of the Corporation. All checks issued by the Corporation shall be signed by the treasurer.
4. Meetings and Vacancies
The Corporation shall hold an annual meeting for the election of the BOD in the month of December each year. Other meetings and special meetings may be called by the Commodore or on petition of 25% of the membership of the Corporation.
Each member shall be given notice of all special meetings at least four days prior to the meeting.
The members present and in good standing shall constitute a quorum for the transactions of business at any regular or special meeting.
All vacancies in the BOD shall be filled by election by the Corporation members and any meeting of the Corporation at which there is a quorum.
Any Director may be removed from office at any time at any meeting of the Corporation through a majority vote of members in attendance (or signed proxy) as with any regular business or election of the Corporation.
5. Amendments
These By-laws may be altered, amended, or repealed and new by-laws may be adopted upon approval of at least 50% of the members of the Corporation. Sixty (60) days after the board provides notice (via postal mail or electronic mail to the address on file) to the membership of a vote for bylaw changes, a quorum is achieved. If a person has not voted by such time, that person will not be counted as a member for that specific vote, e.g., if 50 of 100 total current members do not vote by 60 days after being notified, 26 votes in favor (with 24 opposed) would pass the motion. Amendments also require a separate majority vote of the BOD.