ARTICLE I. Name and Principal Office.
Section 1. Name. The name of this Club shall be the White Lake Yacht Club.
Section 2. Principal Office. The Club shall have its principal office at the clubhouse on Michillinda Cove on White Lake in the county of Muskegon, State of Michigan. The mailing address of the principal office is P.O. Box 1, Whitehall, Michigan 49461. The Board of Directors may from time to time designate additional offices of the Club at another place or places.
ARTICLE II. Purposes.
Section 1. Purposes. The purposes for which the Club is organized are:
(a) To encourage, promote, and sponsor yachting, yacht races and regattas, and aquatic sports;
(b) To foster friendship among its members;
(c) To acquire, provide, maintain a suitable clubhouse, docking facilities, and other real and personal properties for the use and recreation of its members;
(d) To provide social functions for the recreation of its members and their guests;
(e) To promote and support the ecological welfare of White Lake and Lake Michigan, including their wetlands and tributaries;
(f) To receive, collect and disburse any and all funds or moneys fully belonging to the Club.
(g) To solicit, receive and accept real properties, personal properties, and/or moneys to be applied in the operation of the Club;
(h) To hold and protect and to sell, convey, and dispose of such property; and to invest and reinvest the principal thereof and deal with and expend the property, funds and income of the Club in such manner as in the judgment of the Directors will best promote its objectives;
(i) In general to carry on such business and to do all acts not otherwise prohibited by law which will assist in the furtherance of the above stated purposes;
(j) No part of the properties or moneys of the Club shall inure to the benefit of any member, Director or Officer of the Club, but the Club shall be authorized to pay reasonable compensation for services rendered by any person.
ARTICLE III. Membership.
Section 1. Eligibility. Any person of good repute who supports the purposes of the Club and who has attained the age of eighteen years is eligible for nomination and election to membership, subject to further provisions in the Bylaws.
Section 2. Rights of membership. A member shall have rights to all benefits and privileges of the Club which shall include the rights to vote and hold office, and shall have such other rights as are specified in the Bylaws.
Section 3. Obligations of Membership. A member shall be obligated to pay annual dues, except as provided in the Bylaws. Any member in default in payment of annual dues shall be, ipso facto, suspended from membership and all rights of membership, and shall be disqualified from holding any elected or appointed position or office in the Club during such default. A member shall have additional obligations of membership which shall be specified in the Bylaws.
ARTICLE IV. Board of Directors.
Section 1. General Powers. The business and affairs of the Club shall be managed by its Board of Directors, except as otherwise provided by statute, by the Articles of Incorporation, the Constitution, or the Bylaws.
Section 2. Number, Qualifications. The Board of Directors shall consist of Past Commodores plus twenty-seven other Directors including five Officers, except that in any year in which a Judge Advocate has been appointed, the Judge Advocate shall be an ex officio member of the Board of Directors in addition to the members herein-above specified.
Section 3. Election, Tenure. A vacancy on the Board of Directors, except for each of the five Officers, the Past Commodores and the Judge Advocate, if any, shall be filled by an election from among the general membership by the general membership at an annual meeting for a three year term which shall begin on the first day of September following the election. A director may serve a maximum of two consecutive terms. That member may again serve, providing at least one year shall have passed from the previous term or terms. Each Past Commodore shall serve on the Board of Directors until death, resignation, disqualification, or removal from office as provided hereinafter.
Section 4. Removal. Any member of the Board of Directors may be removed from office by the Board of Directors whenever, in its judgment, the best interests of the Club will be served thereby. Any member of the Board of Directors with the exception of Past Commodores, who is absent from two consecutive regular meetings of the Board of Directors without written prior notice submitted to the Secretary shall be deemed to have resigned as a member of the Board of Directors, shall forfeit said directorship, and shall be removed from office. The Secretary shall notify said member of the resignation and removal from office as a Board of Directors member, but said member shall retain membership in the Club.
Section 5. Vacancies. A Vacancy occurring among the members of the Board of Directors caused by death, resignation, disqualification, removal from office, or otherwise; or if any new membership on the Board of Directors is created by any increase in the authorized number of Board of Directors members; that vacancy shall remain unfilled until the next annual meeting; except that a vacancy occurring among the Officers shall be filled as provided in Article V of this Constitution, and a vacancy of the position of Judge Advocate may be filled at the discretion of the current Commodore, and a vacancy of a directorship of a Past Commodore shall not be filled.
Section 6. Compensation. Members of the Board of Directors shall receive no compensation for their services as members of the Board of Directors, provided that nothing herein contained shall be construed to preclude any member of the Board of Directors from serving the Club in any other capacity and receiving compensation therefore.
Section 7. Conflict of Interest. No member of the Board of Directors shall vote on any matter in which the Director, a member of the Director’s family, or the firm of which the Director is an employee may have a direct or indirect pecuniary interest.
ARTICLE V. Officers.
Section 1. Number. The Officers of the Club shall consist of a Commodore, Vice Commodore, Rear Commodore, Secretary, and Treasurer, each of whom shall be elected by the general membership. No more than one office at one time shall be held by the same person.
Section 2. Election and Term of Office. The Officers of the Club to be elected by the general membership shall be elected annually from among the members of the Board of Directors at the annual meeting for a one-year term beginning the first day of October following the election. Each officer so elected shall hold office for the elected term or until a successor shall have been duly elected and shall have qualified, or until death, resignation, disqualification, or removal from office as provided in this Constitution.
Section 3. Removal. Any Officer may be removed with or without cause by the Board of Directors at any regular meeting or special meeting called for that purpose whenever, in its judgment, the best interests of the Club will be served thereby. An Officer proposed to be removed shall be mailed a registered letter containing notice and purpose of such meeting at least five days prior to the meeting at which removal is to be voted, and shall be entitled to appear and be heard by the Board of Directors at such meeting.
Section 4. Vacancies. A vacancy which occurs among the five Officers of the Club because of death, resignation, disqualification, removal from office, or otherwise, shall be filled for the unexpired portion of the term of such office with a member of the Board of Directors by the action of a majority of the remaining Officers at any meeting of the Executive Committee, although said Committee may number less than a quorum.
Section 5. Compensation. Officers of the Club shall receive no compensation for their services as Officers, provided that nothing contained shall be construed to preclude any Officers from serving the Club in any other capacity and receiving compensation therefore.
ARTICLE VI. Judge Advocate.
Section 1. Appointment, Tenure. The current Commodore, at the Commodore’s discretion, may appoint from the current membership a duly licensed attorney who is authorized to practice law in the State of Michigan to serve as Judge Advocate of the Club. The term of office of the said appointee shall begin immediately upon acceptance of the appointment and shall continue until the first day of September following the appointment. A Judge Advocate may be reappointed annually and thereby have indefinite succession.
Section 2. Duties. The Judge Advocate shall serve as an ex officio, voting member of the Board of Directors; shall attend, when possible, meetings of the Executive Committee if the Judge Advocate’s presence is requested by the Commodore; shall render legal opinions upon request of the Board of Directors or the Executive Committee; shall prepare such legal documents as are requested and as are necessary to the operation of the Club; and shall serve as arbitrator for any disputes presented by the Board of Directors or Executive Committee. A member may hold the position of Judge Advocate concurrently with any other office or position in the Club. A Judge Advocate shall receive no compensation except for extraordinary services performed at the request of the Board of Directors.
ARTICLE VII. Fiscal Year.
Section 1. Fiscal Year. The fiscal year of the Club shall begin on the first day of December and end on the thirtieth day of November in each year.
ARTICLE VIII. Amendments.
Section 1. Amendments. This Constitution may be altered, amended, or repealed and a new Constitution adopted by affirmative vote of two-thirds of the members of the Club attending an annual meeting, a quorum being present, provided a proposal of said action was submitted in writing at the preceding annual meeting.
ARTICLE IX. Liquidation of Club.
Section 1. Liquidation of Club. Upon the affirmative vote of two-thirds of the Board of Directors and upon the affirmative vote of two-thirds of the membership, the Club shall be liquidated. All members of the Club shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Club, whether voluntary or involuntary, the assets of the Club, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific, environmental, educational, or another appropriate organization or organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
Originally Adopted: 1927
Revised: 1983, 2004, 2009, 2011, 2012