BY-LAWs of the Pentagon Sailing Club, Inc.

A Nonprofit Corporation

(Amended March 5, 2019)

BY-LAWS of the Pentagon Sailing Club, Inc A Nonprofit Corporation

1. Name. The name of the Club shall be "Pentagon Sailing Club, Inc.", incorporated

under the NONPROFIT CORPORATION ACT, District of Columbia Code, 1981 edition,

Title 29, Chapter 5.

2. Objectives. The objectives of the Club are to encourage development of seamanship

skills, and to provide opportunities for sail training, recreational sailing, and related

activities for the recreation of Club members.

3. Membership. There shall be two classes of membership, with rights and privileges

as defined below.

a. Regular Membership:

(1) Full-Regular Membership shall be available to:

a) United States uniformed services personnel, including active duty, retired, and

Reserve, and their spouses;

b) Civilian employees of the Department of Defense (DOD) and their spouses; and,

c) Others with a demonstrated interest in Club objectives, when sponsored for

membership by regular members, as defined in paragraphs 3.a.(1) a) and b) above, in

accordance with policies and procedures established by the Bridge.

(2) Limited-Regular Membership shall be available, at reduced dues, to persons

otherwise eligible for full-regular membership, but residing more than 100 miles from the


(3) Family-Regular Membership shall be available to a full-regular member’s spouse

and dependent children. The components are 2 adults and up to 6 children under the

age of 18 that are part of the same household, with only 2 votes per membership.

(4) Lifetime Membership is achieved after 10 consecutive years as a Full member; and

a minimum of 80 hours of documented volunteer service given to the Club. Member

must be in good standing and must not have had an interruption in membership during

the last 10 years. Lifetime membership is a permanent membership status once it is

granted. Membership may be revoked only by a disciplinary action as prescribed in

bylaws. Membership is awarded at the Holiday party. Lifetime membership definition

follows the same definition as a Family Membership. Lifetime membership is nontransferable

and has no cash value.

b. Honorary Membership. Honorary members may be nominated by officers of the

Bridge as special recognition for an extraordinary contribution to the Club in particular,

or to the sport of sailing in general. Initial honorary membership shall be subject to

ratification by a majority of voting members at any general membership business

meeting. Honorary memberships will be reconfirmed by the Bridge annually.

c. Membership is required of any person who wishes to:

(1) Hold elected office (Full-Regular Members only);

(2) Vote in the affairs of the Club (Full-Regular Members only);

(3) Participate in Club cruises (with one guest at member’s rate);

(4) Sub-charter or rent Club boats;

(5) Participate in classroom training or on-the-water training (Bay or River);

(6) Receive Club emails and other general or informational correspondence; and,

(7) Participate in social sails (with one guest per social sail, and additional guests on a

space-available basis).

d. Termination of Membership:

(1) Membership will be terminated administratively if dues remain outstanding for more

than ninety days. Reinstatement of membership after 90 days will be considered a new

membership and charged at the new member rate.

(2) Membership is terminated if a member is expelled.

4. Children and Bona Fide Guests. Children and bona fide guests shall be permitted

at any Club activity when accompanied by a regular member who is accountable for

them. All fees for participation of children and/or guests of a member will be paid by the

member in accordance with Club policy.

5. Finances. The activities of the Club shall be established and maintained by income

and funds derived primarily from membership dues and through Club activities.

6. Dues. Dues shall be paid annually to maintain regular membership status. Dues

amounts shall be established by the Bridge for single and family memberships as part of

the annual budget process. The family membership rate is available to couples and their

minor children (defined as under 18, or under 21 while a full-time student), and

establishes both spouses as full-regular members.

7. Organization and Administration. Legislative and executive control of the Club, and

custody of its funds and property, shall be the responsibility of a board of directors

comprised of elected officers, collectively designated as the Bridge. The Bridge shall

operate by simple majority as the policy and legislative body of the Club, with duties and

responsibilities as defined in this paragraph and in paragraph 8.

a. The Bridge shall establish and publish policies and procedures for all programs and

activities of the Club.

b. Individual officers also shall function as executive managers to carry out approved

programs through the Club management structure, and such duties as indicated in

these By-Laws.

c. Bridge members are authorized to sign routine correspondence or release emails.

Any such correspondence which is controversial in nature; establishes, alters, or

interprets policy; or changes the schedule of events must be pre-coordinated with all

affected Bridge members and approved by the Commodore before release.

d. Elections:

(1) Bridge officers shall be elected annually for a two-year term, by paper or electronic

ballot, by the full-regular membership at the October general meeting, unless otherwise

proposed and approved by the Bridge. The following Bridge positions elected on even

years are Commodore, River Commodore, Membership Commodore and

Communications Commodore. On Odd years the Vice Commodore, Treasurer,

Secretary, Bay Commodore and Training Commodore will be elected.

(2) Nominations and notice of elections shall be published on the website and

disseminated by email message to all members at least 21 days before the election

meeting date.

(3) No new nominations will be accepted at the October general meeting for the election

ballot, however write-ins will be allowed.

(4) Absentee ballots will be accepted via email, or online no later than 24 hours prior to

the election.

(5) Proxy votes will have written authorization from one regular member to another

regular member to vote on her/his behalf.

e. Vacancies in any elected office, except that of Commodore, shall be filled for the

executive functions through appointment by the Commodore with the concurrence of a

quorum of the remaining Bridge officers and may vote on policy matters. A vacancy in

the office of Commodore shall be filled by the Vice Commodore..

f. New Bridge positions shall be established by a vote of the full Bridge as an

amendment to the By-Laws. Once the position is established, the position may be filled

through appointment by the Commodore with the concurrence of a quorum of the

Bridge officers. The new position will be added for election at the next election in

accordance with the procedures for annual Bridge elections in paragraph 7d.

g. The annual transfer of responsibilities will occur at the Holiday Party and Awards

Dinner in December.

8. Bridge Officers. The Bridge shall consist of the following elected officers, listed in

order of succession, with duties and responsibilities as described.

a. The Commodore shall:

(1) Serve as leader of the Club, responsible for directing officers, committees, and

members toward common Club goals.

(2) Preside at all meetings of the Club and of the Bridge.

(3) Be an ex-officio member of all regular and special committees or working groups,

and appoint such committees and working groups as deemed necessary to enable Club

activities to continue.

(4) Perform other duties as normally pertain to the office of Commodore, Club president,

or Chairperson of the Board of Directors, and as provided for in the By-Laws or Articles

of Incorporation.

(5) Vote at business meetings only to break a tie.

(6) Sign disbursement checks in the absence of the Club Treasurer.

b. The Vice Commodore shall:

(1) Serve as special assistant to the Commodore.

(2) Perform the duties of Commodore in his absence or at his request.

(3) Coordinate and oversee the Holiday Party and Awards Dinner and activities.

(4) Oversee the Club awards program for volunteers, including the “Frequent Volunteer

Sea Miles” program.

(5) Manage and maintain currency of Club insurance policies to ensure sufficient

liability, medical, hull and machinery insurance for sail training, PSC boat rental, and

Club fleet and other property.

(6) Conduct all accident investigations and file claims against Club insurance policies.

(7) Manage and conduct annual bridge elections.

(8) Oversee annual review and publish changes to the By-Laws, as required.

c. The Training Commodore shall:

(1) Provide overall direction and management for training programs, including

designating members to oversee or perform such activities.

(2) Provide for individual training courses on all types of sailing activities.

(3) Certify the sailing qualifications of Club members.

(4) Coordinate activities with training certification organizations such as the American

Sailing Association.

d. The Bay Commodore shall:

(1) Provide overall direction and management for all chartering and non-training sailing

activities occurring on the Chesapeake Bay, including designating members to oversee

or perform such activities.

(2) Coordinate chartering and non-training sailing activities outside of the Chesapeake

Bay area.

e. The River Commodore shall:

(1) Provide overall direction and management for all recreational sailing and related

marina functions occurring on the Potomac River, including designating members to

oversee or perform such activities.

(2) Provide support for social activities occurring on the Potomac River.

(3) Serve as liaison to Joint Base Anacostia-Bolling (JBAB).

(4) Deliver boat and trailer titles to Secretary.

(5) Appoint a Racing Squadron Captain from members of the Racing Squadron. The

Racing Squadron Captain shall serve as a non-voting member of the Bridge.

f. The Communications Commodore shall:

(1) Provide overall direction, management, and coordination of all Club internal and

external communications efforts across all available or applicable communication

channels; Website, Facebook, Newsletters.

(2) Develop communications plans to support membership in all areas of the club; such

as training, social events, volunteering efforts, etc.

(3) Maintain and oversee integrity of the Club Events on the Website.

g. The Membership Commodore shall:

(1) Provide overall direction and management for membership recruitment, retention,

and related activities, including designating members to oversee or perform such


(2) Coordinate monthly socials; including location and speakers.

h. The Secretary shall:

(1) Prepare official or selected correspondence and reports in support of the Bridge.

(2) Maintain in permanent files all official correspondence, meeting minutes, and

records of value to the Club, including titles, bills of sale, and duplicate registration

documents for vessels and vehicles. Meeting minutes will be retained indefinitely.

(3) Record, distribute and publish approved Bridge Meetings minutes.

(4) Maintain Club governing documents. Publish documents on the website.

(5) Establish procedures for timely receipt of Club mail.

i. The Treasurer shall:

(1) Maintain financial records and prepare reports as required.

(2) Receive, record, and deposit payments.

(3) Disburse funds based on receipts and approved budget line items.

(4) Record transactions with vessels and vehicles.

(5) Prepare the annual Club operating budget, with the assistance of Bridge officers, for

approval by the Bridge and the membership.

(6) File required Internal Revenue Service (IRS), and charter renewal or other forms

under the Nonprofit Corporation Act, as required

9. Meetings and Quorum Definitions.

a. Bridge Meetings:

(1) The Bridge shall meet at least once each quarter, at the call of the Commodore.

(2) At least five elected Bridge officers must be present to conduct business and

constitute a quorum.

(3) The proceedings shall be recorded in summary form, list members in attendance,

and include reports by the Bridge officers.

(4) Policy actions shall be approved by simple majority vote of the elected officers

present unless otherwise noted herein.

b. General Membership Meeting:

(1) A general meeting of the membership shall normally be held annually.

(2) Notice of official business to be conducted at membership meetings shall be

published, along with absentee ballots for any issues requiring a vote.

c. Ten (10) percent of the Club’s full regular members shall constitute a quorum at

general membership meetings.

d. Special Meetings: Meetings of the membership or the Bridge may be called at any

time upon request of the Commodore, or upon written request of twenty (20) percent of

the full-regular members.

10. Conduct and Corrective Action. Members and guests are expected to uphold the

highest standards of conduct while participating in Club activities.

a. Conduct:

(1) Any incident or questionable activity, including infraction of PSC Code of Conduct, or

any other Club Policy / Club Rule, shall be corrected on the spot by the person in

charge of the activity or a Bridge officer.

(2) Unsatisfactory service, dereliction, or questionable activity on the part of any

member shall be brought to the attention of a Bridge officer.

b. Corrective/Disciplinary Action:

(1) If necessary, the Commodore may appoint a Bridge officer to investigate any alleged

omission or misconduct by a Club member.

(2) If the Club member involved is an elected Bridge officer, his/her voting rights in all

matters concerning the incident and subsequent Bridge actions will be suspended until

the matter is resolved.

(3) A report and recommendation will be rendered to the Bridge for consideration. The

member shall be invited to present any rebuttal.

(4) The Bridge may use any of the following sanctions or censures as appropriate:

a) Require payment for any damages incurred.

b) Suspension from Club activities.

c) Removal from office. This must be approved by a unanimous vote of the remaining

Bridge members and upheld by a majority of the voting members at a general business

or special meeting.

d) Expulsion from Club membership.

(5) All corrective/disciplinary actions require a two thirds majority vote of the Bridge.

11. Club Events. Club sponsored activities shall include, but are not limited to: sail

training classes, social sails, racing events, cruises, social functions, and membership


12. Information. The Club shall maintain a website as its primary means of

disseminating information on matters of general and special interest to the membership,

and promulgating official notice of Club business and activities to all members..

13. Amendments. These By-Laws may be amended by a quorum vote of the Bridge at

a regular Bridge meeting or special meeting called specifically for the purpose of

amending the By-Laws.

14. Adoption.

a. These By-Laws were adopted by Bridge vote on May 1, 1997.

b. These By-Laws were amended by the Bridge at meetings on: 29 March 2000; 24

January 2002; 2 January 2003; 6 February 2004; 2 June 2005; 4 August 2005; 4 May

2006; 1 August 2007; 1 October 2012; 3 November 2014; 2 March 2016; 6 November

2018; 5 March 2019.

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