WEST MICHIGAN OFFSHORE
Approved by the Active Membership ______________, 2015
5845 Cory Dr.
Hudsonville, MI 49426
Article I - Name and Purpose
Section 1 - Name and Purpose: The name of this corporation shall be West Michigan Offshore (“The Club”) and its purposes shall be as set forth in the Articles of Incorporation. The Club is incorporated as a not-for-profit 501(c)(7) social organization organized for pleasure, recreation, boating safety, community and collegiate boating, charitable and other non-profitable purposes and no part of the net earnings does or will inure to the benefit of any private member or shareholder.
Article II - Membership
Section 1 - Active Membership: Active Members shall be those Full or Associate Members who meet the following qualifications:
a. Have paid the dues for the proceeding year in full; and
b. Be at least twenty-one (21) years old.
A. Full Members are entitled to one vote on all matters are Active Members who meet the following requirements:
1. Be able to show proof of insurance of boat ownership within 30 days of their application for membership. Proof of such insurance will be required to be demonstrated every year or as determined by the Board of Directors; and.
2. Reside in the state of Michigan or within 500 miles of Grand Rapids, Michigan.
B. Associate Members are Active Members who are not entitled to a vote on any matter. Associate Members must:
1. Either be the spouse of a Full Member or unable to be a Full Member because they do not own a boat themselves but desire to be an Active Member; and
2. Reside within the state of Michigan or within 500 miles of Grand Rapids, Michigan.
Section 2 - Life Members: A Life Membership may be granted by the Board of Directors to any person who has been an Active Member of the Club for at least 5 years and has extended outstanding and unusual services to the Club. Such Member shall have all the same privileges of the Club as Active Members and each such Life Member shall be entitled to one vote.
Section 3 - Honorary Members: The Board of Directors may grant the designation of Honorary Member to such persons as the Board may determine deserve recognition for their valuable service to the Club or its purposes. Honorary Members shall enjoy such limited privileges as the Board may determine. Honorary Members shall have no vote.
Section 4 - Application: A candidate for Active Membership shall make application in such form as the Board of Directors have approved. Such application shall be accepted by approval of a majority vote of the Board of Directors.
Section 5 - Expulsion: The Board of Directors may expel any Member for breach of any of the By-Laws, rules or regulations of the Club, or for default as set forth elsewhere in these By-Laws. The Board of Directors shall adopt reasonable rules and regulations as to the notice and hearing of a proposed expulsion, PROVIDED, HOWEVER, no expulsion shall be made except upon affirmative vote of at least 60% of the full membership of the Board of Directors.
Section 6 - Termination for Non-Payment: Membership is terminated upon the failure to pay dues within 90 days after written notice of payment being due.
Article III - Member Meetings
Section 1 - Annual Meeting: The Annual Meeting of the Active Members of the Club shall be held at a time and place determined by the Executive Committee. Written notice of the time and place of the Annual Meeting shall be mailed to each Member at the member’s physical or email address appearing on the records of the Club, at least ten (10) days prior to the date of said meeting.
Section 2 - Special Meetings: A Special Meeting of the Active Members may be called at any time by the President, or by a majority of the Board of Directors, and shall be called by the President, or the Board of Directors, upon written request signed by not less than 25% of the Active Members of the Club. Witten notice of the time, place and purpose of any Special Meeting shall be mailed or emailed to each Member at the address appearing on the records of the Club at least ten (10) days prior to the date of said meeting.
Article IV - Voting
Section 1 - Quorum: At any meeting of the Active Members, the presence of a majority of the members in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.
Section 2 - Approval: A simple majority of the Active Members present in person or by proxy is required for passage of any matter brought before the membership.
Section 3 - List of Active Members and Voting Inspection: The Business Manager (Secretary) of the Club shall have charge of the membership list and shall certify a complete and accurate list of the Active Members entitled to vote at a membership meeting. Said list shall be subject to inspection by any members. Upon a demand by any Active Member, the Business Manager shall take and count a ballot vote. The Business Manager will be responsible for accounting for and certifying proxy votes.
Section 4 - Proxies: Active Members are entitled to vote by proxy. A proxy shall be signed by the member or the member’s authorized agent or representative and shall be valid only for the forthcoming meeting.
Section 5 - Meeting by Telephone: A member may participate in a membership meeting by conference telephone or any similar device or method through which all persons participating in the meeting can hear each other and by which the identity of the member can be verified. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
Article V - Directors
Section 1 - Board of Directors: The Club shall be managed and governed by a board of 5 Directors, each of whom shall be an Active Member. The members of the Board of Directors shall be elected at the Annual Meeting of the Club. After the initial election, the Board shall be elected in staggered 4 year terms with three being elected together and the other two being elected the following year. For the term of the initial Board members, therefore, the two elected together shall serve a 5 year term. Any vacancy shall be filled by an appointment made by the President with approval by at least 50% affirmative vote of the other Board Members present at a duly-called meeting. Any vacancy filled by appointment shall continue during the remaining term of such office.
Section 2 - Authority: The business, property, and affairs of the Club shall be managed by the Board of Directors.
Section 3 - Meetings: The Board of Directors shall fix a time and place for regular meetings and special meetings. Special meetings of the Board of Directors may be called by a majority of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they shall fix. Notice of the meeting shall be given to each director in writing no less than five (5) days before the meeting.
Section 4 - Quorum: The majority of the total number of the whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.
Section 5 - Participation by Phone: Members of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar device by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.
Section 6 - Conduct of Business: At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors. The President of the Club shall act as the Chairman of the Board of Directors and the Vice President shall act as the Vice-Chairman of the Board of Directors.
Section 7 - Powers: The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:
a. To purchase, lease, or otherwise acquire any property, rights or privileges on such terms as it shall determine.
b. To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith.
c. To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;
d. To confer upon any officer of the Club the power to appoint, remove and suspend subordinate officers, employees and agents;
e. To adopt from time to time, regulations, not inconsistent with these By-laws, for the management of the Club’s business and affairs.
Section 8 - Compensation: Directors shall not receive fees or other compensation for their services as directors but shall receive reimbursement of reasonable, properly documented out-of pocket expenses.
Article VI - Officers
Section 1 - Generally: The officers of the Club shall be the President, a Vice President & Membership Chair, a Business Manager (Secretary), a Chief Financial Officer (Treasurer), and the Marketing Director. The President, Vice President & Membership Chair, and Marketing Director shall be members of the Board of Directors Ex-Officio.
Section 2 - Election: Officers shall be elected at the Annual Meeting of Directors by at least 50% of those present. In the event of a vacancy, it shall be filed by at least a 50% vote of the Board of Directors. In the event an equal number of votes are cast for more than one candidate, the candidate with the longest period of membership shall prevail.
Section 3 - Powers: The officers shall have such powers and perform such duties as are usually incident to the respective offices or from time to time shall be prescribed by the Board of Directors. The President shall be the principal executive officer of the Corporation. He or she shall have the responsibility for the general management and control of the business and affairs of the Club and shall perform all duties and have all powers which are commonly incident to the office of the president or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all contracts, banking and tax documents, agreements, and other instruments of the Club which are authorized and shall have general supervision and direction of all the other officers, employees and agents of the Club. The President, with the approval of at least 50% of the Officers, shall have the power to appoint committees, either standing or special.
Section 4 - Compensation: Officers shall not receive fees or other compensation for their services as officers but shall receive reimbursement of reasonable, properly documented out-of pocket expenses.
Article VII - Notice
Section 1 - Defined: Notice shall be addressed to the member’s physical address on file or email. The date of the notice shall be deemed to be the date of sending.
Article VIII - Dues and Fees
Section 1 - Dues: Annual dues shall be determined by the Board of Directors and shall be on an annual fee schedule.
Section 2 - Fees: Any fees for events shall be determined by the Officers at a duly-called meeting.
Article IX - Fiscal
Section 1 - Dissolution: In the event of dissolution of the Club and liquidation of its assets, after payment in full of all indebtedness, any remaining assets of the Club shall be distributed to a nonprofit organization with a mission similar to the Club.
Section 2 - Fiscal Year: The fiscal year of the Club shall commence and end on such a date as fixed by the Board of Directors.
Article X - Amendment to By-Laws
Section 1 - Amendments: These By-Laws may be amended by resolution adopted by a majority of the members present, either in person or by proxy, at any Annual Meeting, or at any Special meeting called for that purpose, or by action of a majority of the Board of Directors. Any amendment adopted by the Board of Directors shall be subject to ratification at the Annual Meeting of Members following the adoption of any such amendment. Copies of proposed amendments must be made available to the members in advance of any ratification. Voting to change or amend By-Laws cannot occur at the same meeting at which they are proposed.
Article XI - Miscellaneous
Section 1 - Reliance upon Books, Reports and Records: Each director, committee- member, and officer of the Club shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Club by any of its officers or employees, or committees, or by any other person as to matters which such director, officer or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Club.
Section 2 - Indemnification: The Club will indemnify each officer, director, or committee member and advance such indemnification costs to the fullest described and authorized under Michigan Non-Profit Corporation Act.
Section 3 - Right to Bring Suit for Indemnification: If a claim under the above sections of this Article is not paid in full by the Club within sixty (60) days after a written claim has been received, except in a case of a claim for advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Club to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Club to recover an advancement of expenses, the indemnitee shall be entitled to be paid also the expense of prosecuting such suit. The Club shall be entitled to recover any expenses paid under this Article if there is an adjudication that the indemnitee has not met any applicable standard for indemnification set forth in Michigan law or upon a final adjudication that the indemnitee intentionally caused the claimed damages or injury, knowingly violated civil or criminal law, or acted outside of the reasonable scope of his or her authority as an officer, director, or committee member.
Section 4 - Insurance: The Club may maintain insurance, at its expense, in keeping with the provisions of MCL 450.2567 of the Michigan Non-Profit Corporations Act.
Section 5 - Charity: Charitable donations to non-profit corporations and individuals in need shall be a goal of the Club and such donations will be made by the Club at intervals in such amounts as are deemed reasonable by the Board of Directors.