BY-LAWs of the Pentagon Sailing Club, Inc.
A Nonprofit Corporation
(Amended November 6, 2018)
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 Pentagon.
(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 non- transferable 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.
(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. Upon appointment and concurrence this person may perform all functions of the office to which appointed including voting 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) Provide overall direction and management for the PSC Racing Program, including designating members to oversee or perform such activities.
(5) 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.
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 activities.
(4) 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.
(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 meetings.
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.
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.