In order to achieve the purposes of the Association as stated in Article I, Section 2 of the CLSA Constitution, the Board of Governors believes it is necessary to:
The board shall accomplish the foregoing objectives by:
(1) Establishing and annually updating a 5-year plan which addresses each of the key areas listed above: facilities, training, race, social, state relations, and membership. This will be done by a committee consisting of the six Board members who are not members of the Executive Committee. This committee will appoint a chairperson. (The committee may include other members of CLSA);
(2) Developing a list of objectives for the coming year and presenting this to the incoming Board at a meeting to be held by November 1 of each year;
(3) Reviewing and concurring with the Executive Committee's plan for accomplishing the objectives referred to above, including a detailed budget. The plans and budget will be presented for Board concurrence at a meeting to be held no later than February 1 each year. Also, at or before this meeting, the Executive Committee shall provide the Board with updates written job descriptions covering the duties of the four officers and all committee heads;
(4) Meeting at least four times each year. At these meetings, the Executive Committee will report on the status of projects and plans for achieving the objectives agreed to as described in (3) above;
(5) Requiring that minutes be taken at each Executive Committee and Board meeting, with copies distributed to each Board member within an agreed-upon period following the meeting; and
(6) Participating in New Member Orientation meeting(s) which the Executive Committee shall schedule at least once each year.
COWAN LAKE SAILING ASSOCIATION
CONSTITUTION AND BYLAWS
Revised December, 2002
ARTICLE 1 - NAME AND OBJECT
Sec. 1 - The name of this Association shall be the Cowan Lake Sailing Association.
Sec. 2 - The purposes for which the Association is formed are to obtain, develop, and maintain adequate sailing facilities and accommodations at and upon Cowan Lake; to cooperate and counsel with the duly constituted authorities of the State of Ohio concerning the furtherance of the objects and interests of the Association and the betterment of Cowan Lake and its environs; to promote the sport of sailing, and to foster and emphasize a spirit of mutual helpfulness and courteous consideration among the members of the Association.
ARTICLE II - BOARD OF GOVERNORS
Sec. 1 - Board Membership.
(A) The Board of Governors shall consist of a maximum of twelve active members, six of whom shall be elected as hereinafter provided and six of whom shall consist of the currently elected officers and the Commodores of the Association during the two preceding years provided they have remained active members of the Association. The six elected members shall be elected for a three-year term with two members being elected each year. Election shall take place at the Labor Day meeting, and elected members shall assume their duties and responsibilities as of November 1.
(B) The Board of Governors shall meet at least four times annually. Other meetings shall be held upon the call of the Commodore or at the request of any 3 members of the Board of Governors.
(C) Vacancies in the Board of Governors among the six elected Governors shall be filled by a majority vote of the remaining Governors.
(D) The Commodore shall be the Chairman of the Board of Governors.
Sec. 2 - Executive Committee of the Board of Governors.
(A) For the conduct of routine business, there shall be an Executive Committee of the Board of Governors with the same full power as the Board for such routine business. The Executive Committee shall consist of the current officers of the Association and the Commodores of the previous two years.
(B) The Executive Committee shall meet quarterly or more frequently at the call of the Commodore, who shall serve as Chairman of the Executive Committee.
(C) All actions taken by the Executive Committee shall be reported promptly to the full Board of Governors and shall be subject to approval or disapproval at its next meeting.
(D) A quorum of the Board of Governors shall be at least one half of the then elected and serving members of the Board including at least one half of the Executive Committee; approval of a majority of those present shall be necessary to take any action.
Sec. 3 - Board Responsibilities.
(A) The Board of Governors shall be responsible for all the operations and activities of the Association, and for its future development, provided, however, that all acquisitions of real property and the acquisition and installation of major facilities shall be approved by the membership at any regular or special meeting of the membership.
(B) The Board of Governors may levy assessments only with the consent of two- thirds of the entire membership eligible to vote.
ARTICLE III - MEMBERSHIP AND RESPONSIBILITIES
Sec. 1 - The membership of this Association shall consist of the following:
(A) i. Active Members shall be owners of sailboats. A membership unit shall consist of owner (if owner is unmarried) or owner, spouse and their unmarried children under the age of twenty-five (25) and grandchildren under the age of eighteen (18) (who are not themselves members of the Association). Admission of active members shall be by majority vote of the Executive Committee. The Executive Committee may delegate this responsibility to an officer of the Association.
ii. Each Active Member shall rent one dock to be occupied by a sailboat; and may apply for a second dock or dockless status, which may be granted at the discretion of the harbormaster. Dockless status shall not be granted unless all CLSA leased docks are rented.
iii. Each Active Member has an obligation to participate in two work parties and three race or safety committees each season unless excused by the executive committee.
(B) Sustaining Members shall be those previously Active Members who have a continuing interest in the affairs of the Association. A Sustaining Member will receive a copy of all club mailings and an invitation to the annual social meeting and the holiday parties, but shall otherwise have no rights or privileges in the Association. The Board of Governors shall establish dues for this category of membership.
(C) Honorary Members shall be those recommended by the Executive Committee and approved by a two-thirds vote of the Board of Governors. A person elected to this class of membership shall have all rights and privileges in the Association for their lifetime except voting and holding office.
(D) Collegiate Sailing Group members shall be certified full-time students who are members of university-sponsored sailing groups such as University of Cincinnati Sailing Club or Xavier University Sailing Club, which groups have been approved for membership at the beginning of a calendar year, for that year only, at the discretion and action of the Executive Committee.
(E) i. Junior Members shall be those persons over 18 years of age and under the age of 28 years who support and desire to further the purposes of the Association and shall be owners of sailboats. A Junior Membership unit shall consist of owner (if owner is unmarried) or owner and spouse. No capital assessment shall be required for this class of membership. Admission of Junior Members shall be by majority vote of the Executive Committee. The Executive Committee may delegate this responsibility to an officer of the Association.
ii. Each Junior Member shall rent an appropriate dock or a rack, dockless status shall not be granted unless all CLSA leased docks are rented.
iii. Each Junior Member has an obligation to participate in two work parties and three race or safety committees each season unless excused by the Executive Committee.
(F) Special Members shall be those persons who do not qualify for Active or Junior Membership status, but who wish to use the Association Facilities unaccompanied by an Active or Junior Member. Admission of Special Members shall be by majority vote of the Executive Committee upon application detailing how the membership will be used (e.g., individual, spouse, or family, term, purpose, etc.). Dues, capital assessment and use restrictions will be determined by the Executive Committee on a case-by-case basis. Special Members are not entitled to vote and are not permitted to rent a dock or rack. Special Members may be required to serve on work parties and race and safety committees. The Executive Committee may delegate this responsibility to an officer of the Association.
(G) Upon termination of Membership all former Members shall be responsible to remove all boats, lifts and other property form the Association premises and the adjacent State property within 60 days of their termination. Failure to remove one's property will result in an obligation for storage fees at the rate of $50.00 per month, commencing on the 61st day following membership termination. Lifts or boats with clearly displayed "for sale" signs may remain for an additional 90 days free of charge. If any such property shall remain on the Association's or adjacent State property for six months and the storage fee is not paid the former member agrees that the property has been abandoned and may be considered Association property; the member shall be advised at the last address on record with the Secretary and the property may be disposed of thirty days thereafter. The former property owner shall have no claim on the proceeds.
Sec. 2 - Limitations on membership.
(A) The total number of members in each class of memberships, described in Section 1 of Article III, shall be determined by a majority vote of the Board of Governors, which shall use as its guide the capacity of the facilities owned by the Association.
(B) All Association dues and fees are due January 1, annually. Any person, regardless of previous class of membership, whose dues are in arrears by sixty (60) days or more will incur a late fee of ten (10%) percent of the dues and fees amount billed. If dues and fees are in arrears by ninety (90) days or more, any previously assigned dock or rack space may be reassigned by the Harbor Master to a Member whose payments are current. Membership in the Association is automatically terminated upon dues and fees becoming in arrears by one hundred and fifty (150) days.
(C) Termination of membership of any Member may be effected at any time by:
(2) Non-payment of dues (as described in Article III, Section 2 – B., above).
(3) Expulsion by vote of two-thirds majority of the Board of Governors. Grounds for such expulsion can be: poor sportsmanship, immorality, fraud, or conduct unbecoming to the best interests of the Association. Any Active Member of the Association may bring such matters before the Board of Governors. The Member so charged shall have the right to present a defense to any such charges to the Board of Governors.
(D) Unmarried children of Active Members, who are under the age of twenty-five (25) and who are not themselves members of the Association, shall have all privileges of the Association facilities except for a dock assignment and a vote. Such privileges shall be considered to be held under control and responsibility of their member parents.
(E) Grandchildren of Active Members, who are under the age of eighteen (18), shall have all privileges of the Association facilities except for a dock assignment and a vote. Such privileges shall be considered to be held under control of their member grandparent.
Sec. 3 - The privilege of holding office or serving on the Board of Governors shall be limited to Active Members whose dues are not in arrears. Voting, making motions, and participating in the business affairs of the Association shall be limited to Active Members and Junior Members whose dues are not in arrears.
Sec. 4 - Dues for all classes of membership shall be established by the Board of Governors prior to the beginning of each sailing season. The Board of Governors may set the annual dues and new Active Members capital assessment (initiation fee) amounts. Annual dues, however, may not be increased over five (5%) form the prior year's dues without approval of the membership. Also, the Board of Governors may alter membership responsibilities. Any such changes shall require approval by a vote of two thirds of the then elected and serving members of the Board.
Sec. 5 - A newly elected ACTIVE Membership unit shall, prior to acceptance, pay a capital assessment of as set by the board of governors. This capital assessment is not in lieu of dues, but is intended to place new members in reasonable relationship to present members with respect to investment in the capital assets of the Association. It does not relieve new members of the obligation to participate fully in organized work parties. A former member reapplying for membership who has previously paid a capital assessment is exempt from this assessment.
ARTICLE IV – VOTING
Sec. 1 - Each Active Membership unit in good standing shall be entitled to one vote.
Sec. 2 - Each College Club Membership in good standing shall have one vote for each dock rented.
Sec. 3 – Each Junior Membership unit in good standing shall be entitled to one vote.
ARTICLE V - OFFICERS AND THEIR ELECTION
Sec. 1 - The officers of the Association shall be Commodore, Vice-Commodore, Secretary and Treasurer. These four officers shall be elected for a term of one year at the Labor Day meeting and shall take office and assume their duties and responsibilities as of the first of November. If there is more than one candidate for an office, voting shall be by ballot. The ceremony of installation of officers shall be held at the annual meeting the following January or February.
Sec. 2 - Nominations for office shall be made by a nominating committee of three members appointed by the Commodore at the meeting following the July 4th Regatta. The nominating committee shall report to the membership by mail prior to the Labor Day meeting. Additional nominations may be made from the floor at the time of election.
Sec. 3 - A vacancy occurring in an office shall be filled by the Commodore with the concurrence of the Board of Governors. Should the office of Commodore become vacant, it shall be filled within twenty days by the Board of Governors.
ARTICLE VI - DUTIES OF OFFICERS
Sec. 1 - The Commodore shall preside at all meetings of the Association, appoint the standing committees and have such authority and perform generally all other duties usually incident to this office. The Commodore shall be ex-officio a member of all committees. The Commodore is entitled to fly the Commodore's flag.
Sec. 2 - The Vice-Commodore shall assist the Commodore and shall perform all the duties and have all the authority of the Commodore in case of the absence or disability of the latter or vacancy of the office. The Vice-Commodore is entitled to fly the Vice- Commodore's flag.
Sec. 3 - The Secretary shall keep an accurate record of all the meetings of the Association and the Executive Committee and Board of Governors meetings. The Secretary shall keep a roll of its members and a record of the name, dimensions, rig and type of each sailboat owned by its members and shall issue a membership card to each member in good standing. The Secretary shall have custody of the Association trophies, documents, records, reports and communications connected with the business of the Association, and shall conduct the general correspondence of the Association and issue all necessary notices and calls for meetings at the instruction of the Commodore.
Sec. 4 - The Treasurer shall receive all moneys of the Association and shall keep an accurate record of receipts and expenditures and shall pay out funds only as authorized by the Association. The Treasurer shall present a statement of account when requested by the Commodore or Board of Governors and shall make a full report at the annual meeting.
ARTICLE VII - COMMITTEES
The Commodore shall appoint such committees as are necessary for proper operation of the Association. Committees to be considered are, by example and not by mandate: Permanent Race Committee, Property, Harbor, and Training.
ARTICLE VIII - MEETINGS
Sec. 1 - The annual social meeting of the Association shall be held each year in either January or February at such time and at such place as may be determined by the Commodore.
Sec. 2 - Other meetings shall be held during the racing series for Memorial Day, 4th of July, Labor Day, and at any other time as designated by the Commodore upon seven days' notice. Notice may be given by posting on the bulletin board at the Clubhouse during sailing season, posting on the Association website and by e-mail or any other reasonable means of communication.
ARTICLE IX - INSIGNIA AND BURGEE
The Association Burgee shall be pennant shaped and the insignia circular. The insignia shall consist of the white "C" in the form of a spinnaker, and a white "L" to resemble a mast and boom on a white hull. The background shall be marine blue.
ARTICLE X - AMENDMENTS
Sec. 1 - This constitution may be amended by the affirmative vote for at least two-thirds of the Active and Junior Members voting on such amendment at any meeting called for such purpose. Notice of such meeting, stating the time, place and purpose thereof, shall be given all of the members in writing at least seven days prior thereto. No amendment shall be made unless at least one-half of the members vote thereon. Members may also vote by proxy or by mail.
Sec. 2 - This constitution may also be amended without meeting by the written consent of two-thirds of the Members.