October 1993

LAKE MONONA SAILING CLUB BY-LAWS

I. NAME- Lake Monona Sailing Club, Inc. (LMSC)

II. PURPOSE- To promote the sport of hard and soft water sailboat racing.

III. MEMBERSHIP

Regular Membership- Regular membership is on an annual family basis and shall be open to any person. Any member of a family 16 years of age or older on June 1st and who sails an additional boat shall have a separate membership. Each membership is entitled to a single vote.

Junior Membership- Any person under 16 years of age on June 1st is eligible for Junior Membership. Junior members are non-voting members and may not compete for regular membership trophies. A junior member of any age may become a regular member upon payment of regular membership dues prior to June 1st of the season.

Other Memberships- The board may, from time to time, establish categories of non-voting membership.

IV. ANNUAL MEETING- The Annual Meeting of members shall take place at the annual awards banquet, or at a special meeting if the Board of Directors shall otherwise direct.

SPECIAL MEETINGS- Special meetings of members shall be called by the Secretary at the request of the Commodore or Vice Commodore or upon the written request of twenty percent of the voting members.

NOTIFICATION AND AGENDA- The Secretary shall notify all members of annual and special meetings at least ten days in advance. Agenda items for any business meeting shall be submitted to the Commodore or the Board at least two days in advance of the meeting.

QUORUM- Twenty percent of the voting members shall constitute a quorum at any meeting of the members.

NOMINATING COMMITTEE- The Board of Directors shall serve as a nominating committee.

V. BOARD OF DIRECTORS- The Board shall consist of five members, with one Director being elected at each annual meeting for a five-year term.

VI. MEETINGS OF THE BOARD OF DIRECTORS- Meetings of the Board of Directors may be held upon the request of the Commodore or Vice Commodore, or of any two Directors; and upon giving to each Director not less than two days’ notice of such meetings.

VII. OFFICERS- The sequence of progress through officer positions is: Five Year Director, Second Year Director, Vice Commodore, Commodore, and Rear Commodore. Directors shall assume office immediately upon election.

VIII. VACANCIES ON BOARD OF DIRECTORS AND IN ANY OFFICE- If a vacancy should occur on the Board of Directors, additional members of the Board shall be elected at the next annual or special meeting (generally the Fall or Spring Banquets) to bring the number of Directors to five. If the office of Commodore becomes vacant, the order of succession shall be: Vice Commodore, Rear Commodore, Directors in seniority order. If the office of Vice Commodore becomes vacant, the order of succession shall be: Directors in seniority order. If the office of Rear Commodore becomes vacant, it shall remain vacant until filled normally. If there are not sufficient members of the Board of Directors to fill the offices of Commodore and Vice Commodore, a special Board election shall be held upon the request of one member of the Board of Directors or five members.

A vacancy in the office of any appointed officer shall be filled by the Commodore.

IX. REMOVAL OF ANY OFFICER OR DIRECTOR- Any officer or director may be removed at any time by unanimous agreement of the remaining members of the Board of Directors. Appointed officers may be removed at any time by the Commodore.

X. DUTIES OF OFFICERS

The Board of Directors as a whole shall govern the Club.

The Commodore (President) is responsible to the Board of Directors and shall:

1. Command the fleet.

2. Appoint the Secretary, Treasurer, Fleet Captains, Judge and Committee Chairmen.

3. Delegate duties to other positions as necessary.

4. Preside at Club and Directors’ meetings.

5. Arrange the race program and supervise the race officials.

6. Supervise the procurement and maintenance of trophies.

7. Enforce the rules and regulations of the Club.

8. Prepare and issue Club newsletters.

9. Carry out all other duties not assigned or delegated and which are necessary to the operation of LMSC, Inc.

The Vice Commodore (Vice President) is responsible to the Commodore and shall:

1. Assist the Commodore in his duties.

2. Officiate in the Commodore’s absence.

3. Serve as Chairman of regattas.

4. Publish the Annual Club Directory in advance of the season.

The Second Year Director shall have responsibility for the maintaining of club property in good order.

The First Year Director shall be responsible for scheduling chase boat operators and Wednesday night judges.

The Treasurer is responsible to the Commodore and hall:

1. Be responsible for all financial matters of the Club.

2. Maintain Club bank accounts, receive all money due the Club, and pay all bills contracted by the Club.

3. Keep correct accounts of receipts and payments.

4. Make a financial report to the Club at meetings when requested by the Commodore.

The Secretary is responsible to the Commodore and shall:

1. Encourage Club membership and maintain the membership and mailing list; mail Club materials as appropriate.

2. Collect dues and remit them to the Treasurer.

3. Keep board minutes.

4. Prepare Club correspondence and forward mail received to the appropriate persons (Fleet Captains, etc.).

5. Prepare judging sheets; publish final season standings; order required materials (protest forms, rule books, etc.).

6. Notify lake and park authorities of the sailing schedule.

XI. COMPOSITION AND DUTIES OF RACE COMMITTEE

The Race Committee shall consist of the Fleet Captains, Chief Judge, and a chairman appointed by the Commodore and serving at the Commodore’s pleasure. The Race Committee shall advise the Commodore and Board of Directors on matters related to racing.

As needed, the Race Committee Chairman shall convene a protest committee to hear and decide protests.

XII. DUES, SPECIAL ASSESSMENTS AND PIER RENT

Dues, special assessments and pier rentals shall be determined by the Board of Directors. A special assessment may not be assessed more than once per season, and shall not exceed two times the annual dues. Members renting pier spaces shall abide by pier rental rules. Pier rental rules shall be in writing, and may be changed from time to time by the Board of Directors.

XIII. OTHER MATTERS

All other matters not set forth in these By-Laws shall be determined by a majority vote of the Board of Directors.

XIV. CLUB EXPENDITURES

The Board of Directors shall manage the financial affairs of LMSC, Inc., but shall not have the power to make the Club liable for any debt or debts beyond the amount of cash on hand, except upon an affirmative vote of a majority of the total voting membership.

XV. CHANGES IN BY-LAWS

By-Laws may be changed only by a 2/3 vote of the members present at an Annual or Special Meeting but no less than ¼ of the total voting membership. The Secretary shall send proposed changes in the By-Laws to all members at least ten days but no more than thirty days prior to the Annual Meeting. Such changes may be requested up to thirty days prior to the Annual Meeting by the Board of Directors or by a petition signed by twenty percent of the members. Initial adoption of the By-Laws shall be by a simple majority of the members present at an Annual or Special Meeting.