CORINTHIAN YACHT CLUB of SEATTLE, INC.
BY-LAWS

2008

Revised December, 2008 to incorporate the dues increase announced at the annual meeting.

ARTICLE I

Name

SECTION 1. The corporate name of this association shall be "Corinthian Yacht Club of Seattle, Inc."

ARTICLE II

Purpose

SECTION 1. The purpose of this club shall be: To promote, advance and encourage the sport of corinthian and amateur sailing, particularly of yacht racing and cruising; to provide club, educational, social, mooring, cruising and racing facilities for its members; to hold and take part in sailboat races and regattas with other yacht clubs and associations and to cooperate and associate with them; to develop the friendship, sportsmanship and good fellowship of its members and the general public; to make more popular the yachting facilities of the Puget Sound area and utilize its possibilities; and to take part in and support other outdoor sports in the Pacific Northwest

ARTICLE III

Location

SECTION 1. The Club is located in Seattle, Washington, and its address is 7755 Seaview Avenue NW, Seattle, Washington 98117.

ARTICLE IV

Membership

SECTION 1. There shall be the following classes of membership in this Club, hereby defined as follows:

Senior - with the right to cast one vote, to hold office, to enter Club races and represent the club in other races, shall be entitled to all rights and privileges of membership.

(a) Senior - Class 1, One who is at least 60 years old, who has paid Senior Class 2 dues for at least 30 years.

(b) Senior - Class 2, One who is at least 30 years old.

(c) Senior - Class 3, One who is at least 21 years old and not more than 29 years old.

(d) Associate - One who is at least 21 years old; and not a yacht owner: rights privileges limited to use of Clubhouses (but not outstations) when open, receipt of publications and participation in committee activities.

(e) Junior - One who is not more than 18 years old. Rights and privileges are limited to use of clubhouses when open, entry in Club races, representing the Club in other races and receipt of publications.

(f) Intermediate - One who is at least 19 and not more than 24, entitled to all rights and privileges except to vote or hold office.

(g) Surviving - One who was the spouse of a deceased senior member, with all rights and privileges, limited to two (2) years after year of the death of spouse. At the end of that period, the surviving spouse of a senior class member may choose to continue that membership by written request to the board and by resumption of payment of senior class dues.

(h) Honorary Life - One who is elected by the unanimous vote of the full Board of Directors (the "Board"), entitled to all rights and privileges except to vote or hold office, unless entitled to such privileges when elected. There shall not be more than ten (10) Honorary Life members at any time.

(i) Associate (Class of '89) - One who was an Associate member in 1989: rights and privileges are those of a Senior member, except with no right to vote, to hold office, or to register or skipper a yacht in races held by CYC or PIYA associated clubs. When all such members have changed their membership status or are no longer CYC members, this membership status shall be deleted from the By-Laws.

(j) Non Resident - One who is, at the time of application, a senior member in good standing who no longer resides in or has business premise in King County or counties fronting on Puget Sound and who is not active.

(k) College Club Affiliate - One who is a member of CYC by reason of being a member of the College Club of Seattle, with rights and privileges of a Senior member, except with no right to vote, to hold office, or to receive individual copies of CYC mailings. The Board of Directors may from time to time modify the privileges of this class of membership, establish separate administrative policies of this class of membership, and may terminate this class of membership without requiring these By-Laws to be amended. This class of membership is not subject to Board approval under Section 3 of this Article.

SECTION 2. Except as otherwise specified, every member shall be entitled to all of the rights and privileges of membership, including the right to vote and hold office. Spouses are entitled to all rights and privileges of their membership class including, where applicable, the right to hold office and to cast the member's vote during the member's absence. A member's children under the age of 14 shall be entitled to use the clubhouses when accompanied by a member over 21 years old.

SECTION 3. Except as otherwise specified, the Board shall approve every applicant for membership and every change in membership classification.

SECTION 4. The dues and initiation fees for the various classes of membership shall be as follows:

Initiation
Fee
Annual
Dues
Senior - Class 1 -0- -0-
Senior - Class 2 $275 $628
Senior - Class 3 $100 $328
Associate -0- $ 75
Associate - Class of '89 -0- $240
Non Resident -0- $ 90
Intermediate -0- $ 90
Junior -0- $ 30
Surviving -0- -0-
Honorary Life -0- -0-
College Club Affiliate -0- -0-

The Board may waive initiation fees in whole or in part when such waivers are deemed in the best interest of the Club. No additional initiation fees will be due upon a transfer between membership classifications except in the case of: a transferring associate member who has never before paid an initiation fee or who has not maintained continuous active membership since paying an initiation fee; or an intermediate member who has not maintained continuous membership as a junior or intermediate for the five (5) years immediately prior to application for senior membership. Transfer from junior to intermediate shall be automatic at the start of the calendar year following the members 19th birthday. Transfer from Senior -Class 3 to Senior - Class 2 shall be automatic at the start of the calendar year following the members 30th birthday. All other transfers shall be initiated by a letter to the Board.

SECTION 5. Dues shall be paid in accordance with schedules established by the Board from time to time. The Board may adjust Initiation Fees and Annual Dues by not more than 10% in any one year without a vote of the membership as required in Article XII, Section 1 of these bylaws. Fee or dues adjustments made by the Board must be published in the Leadline prior to the General Membership Meeting.

SECTION 6. Members of the armed forces may apply for suspension of dues while on active duty outside of King and Kitsap Counties.

SECTION 7. Application for membership shall be made on a form supplied by the Club. Each applicant shall be sponsored by two (2) members in good standing, both of which must be senior members.

SECTION 8. The Board, by a majority vote, may reprimand or expel a member for unbecoming conduct or actions contrary to the purposes of the Club upon according such member a hearing after fifteen (15) days' written notice.

SECTION 9. Any member in arrears with any installment of dues for two (2) months shall cease to be a member in good standing and shall not be entitled to any of the privileges of membership. Any member in arrears with any installment of dues for four (4) months may be dropped from membership by resolution of the Board, after notice to such member. To regain good standing, a member shall pay all delinquent dues. However, if a member has resigned or has been dropped from membership for failure to pay dues, he or she shall be required to pay the current applicable initiation fee upon re-application for membership, but shall not be required to pay dues which were delinquent when he or she resigned or was dropped.

SECTION 10. CYC is a volunteer organization. As a condition of membership, all members are expected to annually contribute some of their time to the operation or maintenance of club programs, facilities, and properties.

ARTICLE V

Officers

SECTION 1. The elective officers of the Club shall be Commodore, Vice Commodore, Rear Commodore, Secretary, Treasurer, Fleet Captain-Race and Fleet Captain-Cruise. These officers shall be elected at the annual membership meeting for the following "club year" which expression as used herein shall mean a period beginning January 1 each year and running for twelve (12) calendar months thereafter.

SECTION 2. The Board shall consist of the seven (7) elected officers, the Junior Staff Commodore, and six directors, three to be elected each year, each to serve for a term of two (2) years or until a successor is elected. The Board shall be responsible for the management of the Club and each Board member shall be responsible for one or more committees.

SECTION 3. Appointive officers of the Club shall be the Fleet Surgeon, Judge Advocate and Measurer.

SECTION 4. The Commodore shall be the senior officer of the Club and shall preside at all meetings of the membership and of the Board. All past Commodores and each Commodore at the end of his or her term of office shall become a Staff Commodore (which rank may be held concurrently with other offices) and shall have all of the rights, privileges and power normally pertaining to the position.

SECTION 5. The Vice Commodore shall take the place of the Commodore in his or her absence and shall act as executive officer of the Commodore.

SECTION 6. The Rear Commodore shall take the place of the Commodore in the absence of both the Commodore and Vice Commodore and shall act as the deputy executive officer of the Commodore.

SECTION 7. The Secretary's duties shall include the keeping of records of all proceedings of the club and of the Board, and a file of documents, records, communications and other matters connected with Club business.

SECTION 8. The Treasurer shall be the custodian of all funds of the Club, shall give necessary receipts for moneys paid to the Club and shall deposit Club money in the bank approved by the Board in the name of the Club. Disbursements shall be made by the Treasurer upon authority of the Board, by check. He/She shall keep suitable books of accounts, shall make reports to the Board and to meetings of the membership regarding the financial condition of the Club. He/She shall be bonded, as directed by the Board.

SECTION 9. The Fleet Captain-Race shall be immediately in charge of the planning and conduct of all racing activities of the Club, including personnel, equipment, schedules and administration and shall have jurisdiction of the Fleet Councils.

SECTION 10. The Fleet Captain-Cruise shall be immediately in charge of all cruising activities of the club and shall be responsible for developing and maintaining reciprocal yacht clubs and privileges. The Fleet Captain-Cruise shall be responsible for the Cruising Committee.

SECTION 11. The Fleet Surgeon shall be appointed by the Commodore with the advice and consent of the Board. He/She shall be responsible for fostering interest in First Aid as applicable to sailing and outdoor sports.

SECTION 12. The Judge Advocate shall be likewise appointed and shall act as legal advisor to the Club, the Board and the Officers.

SECTION 13. The Measurer shall act as representative to such handicapping activities with which the club may be affiliated, including such measurement and documentation as may be required by the Club, and make reports of the same to the Secretary. He/She may appoint an assistant Measurer . He/She may charge each boat owner measurement fees as the Board shall approve from time to time.

SECTION 14. The Commodore, with the advice and consent of the Board, shall annually appoint the Club's delegates or representatives to the Pacific International Yachting Association or to any other organizations.

SECTION 15. The Board may fill any vacancies, and its appointees may hold office until the next annual membership meeting.

SECTION 16. No compensation shall be paid to officers or directors for services rendered in the course of their official duties, provided however that this shall not preclude contracts for provision of goods or services on an arms-length basis if such contracts are in writing and approved by a disinterested majority of the Board.

ARTICLE VI

Committees and Councils

SECTION 1. The Committees and Councils of the Club shall consist of the following permanent committees and councils:

Executive Committee
Nominations and Elections Committee
Finance Committee
Junior Committee
Long Range Planning Committee
Membership Committee
Facilities Committee
Publications and Publicity Committees
Education Committee
Entertainment Committee
Lake Fleet Council
Salt Water Fleet Council
One Design Council
Cruising Committee

In addition, temporary committees may be created by the Commodore and the Board from time to time, as they deem advisable.

Committee activities shall at all times be subject to the approval of the Board and the responsible officers of the Club. Nothing contained in this Article VI shall limit the authority of the Board to act on any issue at any time.

Except as otherwise specified, all members shall be assigned to a committee, who shall then designate one of their number as Chairperson. The members of every permanent committee for the ensuing Club year shall be published in the Leadline and the Helmsman.

SECTION 2. Executive Committee

The Executive Committee shall be composed of the elected officers of the Club. The committee shall meet at the call of the Commodore or at the request of any three members of the committee. The committee shall conduct urgent business that may occur between meetings of the Board. Three members shall constitute a quorum for the transaction of business at all meetings of the Executive Committee. The committee may vote by phone. The Committee will make a report to the Board regarding their activity.

SECTION 3. Nominating and Elections Committee

The Nominating and Elections Committee shall consist of five (5) members. Members of the Nominating and Elections Committee shall be approved by the Board, serving a two year term. No more than two (2) officers or directors shall be appointed as members of the Nominating and Elections Committee. The Nominating and Elections Committee shall be responsible for carrying out the nomination and election procedures of the Club described in Article VIII.

SECTION 4. Finance Committee

The duties of the Finance Committee are: To conduct an ongoing analysis of CYC assets, liabilities, depreciation and future fiscal needs: to conduct an annual review of dues, fees, assessments and initiation structure; to manage surplus funds, "capital funds", investments, and earnings; to construct an annual budget; to receive financial data and requests from club departments and individuals; to evaluate salaries, benefits, and incentives of employees; to research any other CYC financial problems at the direction of the Board or Commodore.

The Treasurer shall act as Chairperson of the Finance Committee.

SECTION 5. Membership Committee

The Membership Committee shall promote, advance and encourage membership in the Club and welcome and orient new members and in the course of such duties shall assemble and monitor membership data.

SECTION 6. Facilities Committee

The Facilities Committee shall have general supervision of the Shilshole Station, the Leschi Station, and any other shoreside club facilities, including the computers and their support equipment, with responsibility for seeing that the facilities are well used, well maintained, and improved as necessary or desirable. It may prescribe house rules and regulations, subject to the approval of the Board, and shall perform such other duties as are customarily performed by such committees or as may be authorized by the Board. Its function will include but not be limited to, supervision of contractors responsible for maintenance and use of the facilities, and formulation of recommendations to the Board with respect to the facilities.

SECTION 7. Publications and Publicity Committee

The Publications and Publicity Committee shall be responsible for the Club's publications, including the Leadline, the Helmsman and Club Rosters and shall ensure that Club members, the sailing community and the general public are well-informed about the Club and its activities.

SECTION 8. Education Committee

The Education Committee shall initiate and have charge of all educational events of the Club.

SECTION 9. Entertainment Committee The Entertainment Committee shall initiate and have charge of all social events of the Club.

SECTION 10. Lake Fleet Council

The Lake Fleet Council shall consist of members who represent the sailing fleets of the Club racing on Lake Washington. It shall advise and assist in all aspects of the planning and conduct of the Club's racing programs on Lake Washington, including personnel, equipment, schedules and administration.

SECTION 11. Salt Water Fleet Council

The Salt Water Fleet Council shall consist of members who represent the large boat sailing fleets of the Club racing on salt water. It shall advise and assist in all aspects of the planning and conduct of the Club's racing programs on salt water, including personnel, equipment, schedules and administration.

SECTION 12. One Design Council

The One-Design Council will consist of members who represent the dinghy fleets and other small-boat one-design fleets on salt water. It shall advise and assist in all aspects of the planning and conduct of the Club's dinghy and small-boat one-design program on salt water, including personnel, equipment, schedules and administration.

SECTION 13. Cruising Committee

The Cruising Committee, under the jurisdiction of the Fleet Captain-Cruise, shall initiate and have charge of the cruising program of the Club, including outstations and reciprocal privileges with other yacht clubs for use of cruising facilities.

SECTION 14. Long Range Planning Committee

The Long Range Planning Committee shall develop a clear set of written recommendations for the long range benefit of the Club. It shall think in terms of the future ten years. It shall develop and review and update the Long Range plan of the Club annually.

SECTION 15. Juniors Committee

The Juniors Committee shall have responsibility for promoting and supporting the club activities of junior members including juniors' education and racing programs.

SECTION 16. Each Committee and Council shall submit to the Club office a written report of its actions and recommendations in time for inclusion in the Directors' information packet for each monthly Board Meeting. The Long Range Plan should be updated and/or reviewed annually.

ARTICLE VII

Meetings

SECTION 1. The annual membership meeting shall be held on the second Tuesday in November notice of which shall be mailed to all members at least ten (10) days prior thereto.

SECTION 2. Quarterly meetings of the members of the Club shall be held on such day as may be chosen and approved by the Board on an annual basis, except that there shall be no such meetings during July, August and December.

SECTION 3. Special meetings of the members of the Club may be called by the Commodore or at the request of a majority of the Board, by giving ten (10) days written notice thereof to the members stating the object of the meeting.

SECTION 4. The following order of business shall prevail at such meetings:

(a) Read minutes of previous meeting
(b) Reports of Officers and Committees
(c) Unfinished business
(d) Miscellaneous
(e) Election of Officers

SECTION 5. Fifty (50) senior members, in person or by written ballot, as prescribed in Section 6 hereof, shall constitute a quorum at any meeting of the membership and only members in good standing shall be entitled to vote. Voting by proxy is not permitted.

SECTION 6. Any eligible member who will be unable to attend a membership meeting where nominations and/or by-law amendments or other specific issues are to be voted on may vote by mail. An official ballot containing the names of all the nominees and/or other specific issues to be voted on as stated in the notice of the meeting shall be provided to members . Upon delivery of or mailing of said ballot to the Club office, the member's name shall be checked on the check list of members to be used at the meeting. The member shall not receive any other copy of such ballot. Completed ballots, including those returned by mail, shall be deposited in the ballot box which shall remain locked until opened by the Nomination and Elections Committee. The member voting by mail shall seal the ballot in an envelope which in turn shall be sealed in a second envelope, signed by the member and marked "ballot". This may be mailed or hand delivered to the Club. After unlocking the ballot box, the Nominating and Elections Committee shall remove and separate the ballots from the enclosing envelopes and check the names against the Secretary's list. The ballots shall then be tallied, added to those of the members attending the meeting and the results reported to the meeting.

SECTION 7. The Board shall meet once a month, as determined by the Board, in regular session and on call of the Commodore at any other time. The attendance of five (5) board members, of which at least one must be an elected officer and one must be a director, shall constitute a quorum.

SECTION 8. The rules contained in the current edition of Robert's Rules of Order shall govern all meetings.

SECTION 9. The Club newsletter will be used for official notice of meetings and other Club business.

ARTICLE VIII

Nominations and Elections

SECTION 1. The Nominating and Elections Committee shall, not less than forty-five (45) days before the annual membership meeting, nominate candidates for each of the elective offices and vacancies on the Board, and at the same time shall mail such nominations to all voting members, either directly or in the Club newsletter.

SECTION 2. Additional nominations may be made by:

(a) A letter signed by ten (10) senior members and directed to the Secretary of the Club and postmarked not later than thirty (30) days prior to the Annual Membership Meeting. Notification of such nominations must be made to all voting members at least twenty (20) days prior to the Annual Membership Meeting.

(b) Nominations from the floor by any senior member for Board members only.

SECTION 3. No person shall be nominated without his or her consent.

SECTION 4. Elections shall be conducted as follows:

(a) The Chairperson of the Nominating and Elections Committee shall act as chairperson of the election.

(b) A ballot or vote shall be taken for the officers and a separate ballot or vote taken thereafter for Board members.

(c) A separate ballot or vote shall be taken for amendments to the By-Laws and/or each other issue being voted on.

(d) Vacancies shall be filled in the following order:

(1) Commodore (2) Vice Commodore
(3) Rear Commodore (4) Secretary
(5) Treasurer (6) Fleet Captain-Race
(7) Fleet Captain Cruise (8) Board Members

(e) Voting shall be by written and secret ballot.

(f) Before a vote is taken, the chairman of the meeting shall appoint three (3) senior members to act as Election Judges. The decision of the Judges shall be final as to the conduct and legality of the election, and the Judges shall certify to the chairman the successful candidates.

ARTICLE IX

Juniors

SECTION 1. All junior yacht club activities shall be under the control of the Junior Committee and the Board Representative.

ARTICLE X

Yacht Owners

SECTION 1. A yacht owner, for the purpose of registry as such in the Club, is hereby defined as a person who owns at least a quarter interest in any sailboat or who owns outright a yacht which is not a sailboat, but as a Senior member, owned for at least five (5) years, at least a quarter interest in any sailboat. Such owner shall be entitled to have such yacht enrolled in the Club squadron and to fly the Club Burgee.

SECTION 2. No yacht or boat chartered to a non-member of the Club or engaged in trading shall be entitled to fly the Club Burgee.

SECTION 3. At meetings in which representation is by yachts, such may be represented by her owner, or one of her owners, but no yacht shall be entitled to representation unless in the Club records. One vote may be cast for each yacht.

ARTICLE XI

Flags and Uniforms

SECTION 1. The Club Burgee shall be a pennant in the colors of red, white, and blue with letters "CYC". It shall be flown according to prevailing custom.

SECTION 2. The Commodore when afloat may fly a blue rectangular flag with a white fouled anchor encircled by thirteen white stars, according to prevailing custom (except when racing).

SECTION 3. Each Staff Commodore when afloat may fly a Blue rectangular flag with a white fouled anchor with three white stars on the hoist, according to prevailing custom (except when racing).

SECTION 4. The Vice Commodore when afloat may fly a red rectangular flag with a white fouled anchor encircled by thirteen white stars, according to prevailing custom (except when racing).

SECTION 5. The Rear Commodore when afloat may fly a white rectangular flag with a red fouled anchor encircled by thirteen red stars, according to prevailing custom (except when racing).

SECTION 6. The Fleet Captain-Race when afloat may fly a white rectangular flag with a blue fouled anchor in the center, according to prevailing custom (except when racing).

SECTION 7. The Fleet Captain-Cruise when afloat may fly a white rectangular flag with a blue fouled anchor in the center, according to prevailing custom.

SECTION 8. The regatta committee flag shall be a blue rectangular flag with a red vertical fouled anchor supported by two white letters (R and C).

ARTICLE XII

Property rights

SECTION 1. This Club has no capital stock.

SECTION 2. No member of this Club shall have any right, title or interest whatsoever in or to any of the property or assets which the Club may have or hereafter acquire. In case of dissolution, the property or assets of the Club shall be distributed to such non-profit corporation, charitable organization, municipality or other such entity which will carry on the purpose of the Club as herein stated. Such distribution shall be made according to law.

ARTICLE XIII

Amendments

SECTION 1. These By-Laws may be amended at any annual, quarterly or special meeting of the membership. Proposed by-law amendments must be either, (a) approved by the Board for submission to the members or (b) submitted on a petition signed by not fewer than ten (10) Senior members. Notice of the amendment shall be given as one of the stated objects of such meeting and a copy of the proposed amendment must be posted at the Club and mailed to all voting members, either directly or in an issue of the Leadline at least ten (10) days before such meeting.

ARTICLE XIV

Recognition and Reciprocity

SECTION 1. Non-members shall not be afforded the privileges and facilities of the Club except as may be provided in Club regulations approved by the Board.

SECTION 2. The Board, by resolution or in Club regulations, may recognize and thereby accord preferred status to those sailing fleets which are composed predominantly of club members, participate actively in Club programs, support the Club and possess a responsible administrative organization. Such preferred status may include, but is not limited to, having fleet starts in Club races, fleet use of Club facilities with non-club members as guests, and representation in Club Fleet Councils. The Board shall review a Fleet's recognition status at least annually.