Delmarva Grady-White Club
ARTICLE I – NAME AND LOCATION
Delmarva Grady-White Club, a nonstock corporation established under the laws of Delaware (“DMV GWC” or the “Corporation”), will conduct activities, operate and draw membership primarily from the Delaware, Maryland and Virginia peninsula and adjoining areas.
ARTICLE II – OBJECTIVES
The general objective of DMV GWC shall be to operate a club (the “Club”) to promote the educational and social interests of members owning Grady-White boats and their families and guests, and to provide for personal contact, fellowship and pleasure in recreational boating, fishing and other water-related recreational activities primarily on the Delmarva peninsula and adjoining areas. DMV GWC is organized exclusively for social, educational, charitable and other not-for-profit purposes. No part of its net earnings shall inure to the benefit of any member, officer, director, or any private individual, except that reasonable compensation may be paid for services rendered to or for one or more of the Club’s purposes, and no member, officer, director, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution.
ARTICLE III – MEMBERSHIP and VOTING
Membership in the Club is open to Grady-White boat owners residing and/or boating in the Delmarva peninsula region. One Club membership will be issued with respect to a single Grady-White boat, regardless of whether owned individually, by a family or by co-owners. In addition, at the discretion of the Board, a Club membership may be issued to recent Grady-White boat owners who will purchase another Grady-White boat in the reasonably foreseeable future. To remain in good standing and enjoy benefits of the Club and participate in Club activities, dues must be paid up for the current year. One vote shall be allocated to each membership. Co-owners of a boat shall designate one of them to act as a representative for purposes of exercising the one vote associated with the membership and notify the Club Commodore and Secretary of such designation when paying the annual dues. The Commodore of the Club shall be the sole and final judge of the qualification for membership and voting.
ARTICLE IV – DUES
Members shall be required to pay annual dues in the form of a membership fee each year to support the Club and its activities. Dues must be paid within 30 days of issuance of the notice of dues. Non-payment of dues shall result in the suspension of Club membership and voting privileges until payment is remitted. The Club’s fiscal year shall be January 1 through December 31. If a member pays their dues after September 1st, their dues will be considered paid for the following fiscal year. A “membership” refers to the boat and thus only one membership fee will be due for jointly-owned boats (one boat = one vote = one membership fee).
ARTICLE V – OFFICERS, DIRECTORS AND ELECTIONS
The Club shall be operated by its directors and officers. Each director shall also be an officer. The members shall elect directors and officers at the Annual Meeting, which shall be the last general meeting of the Club each year. Directors and officers may be nominated by the existing Board members or from the floor. Elections may be held by oral vote or by written ballot at the discretion of the Board. Newly elected directors and officers shall take office upon election and shall serve for a one-year term. They may be subsequently re-elected to the same office.
Vacancies arising during the year, other than that of Commodore, shall be filled by a majority vote of the remaining officers. Should the office of Commodore become vacant during the year, the Vice Commodore shall automatically succeed to that office for the remainder of the current year. Persons so elected shall serve until expiration of the original term of office.
The Officers of the Club shall be a Commodore, a Vice Commodore, a Secretary and a Treasurer. A person may hold two offices at the same time, except that the same person may not be Commodore and Vice Commodore. The Commodore shall be the chief executive officer of the Club and shall preside over all general meetings of the Club. The Commodore shall appoint all chairpersons of committees. The Commodore shall be an ex-officio member of all committees with the exception of the Nominating Committee.
The Vice Commodore shall assist the Commodore upon request and, in the absence of the Commodore, preside and perform the duties of the Commodore.
The Secretary shall keep minutes of the meetings of the Club. The Secretary shall promptly send the minutes to the Commodore for approval by the Board. The Secretary shall receive the file of written reports of Committees. The Secretary shall receive all suggestions, complaints and comments of the members of the Club and shall turn these over to the other officers promptly. The Secretary shall maintain a current list of the names and contact information of all members. He/she shall have available at all meetings a copy of the Bylaws.
The Treasurer shall have charge of all funds of the Club. The Treasurer shall collect all monies of the Club and shall pay all bills of the Club as authorized by the Commodore. The Treasurer shall, with the Commodore, sign all contracts and obligations of the Club. The Treasurer shall keep an accurate account of all receipts and disbursement and shall present a report to the other officers regularly and to the Club membership at general meetings. In the event that the Treasurer is absent, the Commodore and Vice Commodore together are authorized to pay the bills of the Club.
ARTICLE VI – MEETINGS OF THE CLUB
The general meetings of the Club membership shall be held regularly during the year. The date, time and place shall be set by the Commodore. The manner and form of notices of the meetings shall be given at the discretion of the officers. A quorum shall exist if at least 20% of the members are present.
The first general meeting of the membership each year shall be the Annual Meeting and shall be for the purpose of electing new Directors and Officers, for reviewing the budget, and for any other business that may arise.
Special meetings of the Club may be called by the Commodore or upon the request of a majority of the officers or at least one-third of the members.
ARTICLE VII – AMENDMENTS
These Bylaws may be amended at a general meeting of the Club by a 2/3rds vote of those members present and or voting by write-in or proxy. Proposed amendments and revisions to the Bylaws may be initiated by the Board or by a written proposal from the members submitted and read at the two previous meetings.