Pentagon Sailing Club, Inc. Restated Bylaws
Restated Bylaws of the Pentagon Sailing Club, Inc., a Nonprofit Corporation (the “Bylaws”).
1. Name. The name of the Club shall be Pentagon Sailing Club, Inc. (the “Club”), incorporated under the District of Columbia Nonprofit Corporation Act of 2010 (the “Act”).
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. It is intended that the Association shall have the status of a corporation exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986 (“the Code”), as an organization described in Section 501(c)(7) of the Code.
3. Membership. There shall be two (2) classes of membership – Regular and Honorary - with rights and privileges set forth below. These Bylaws shall collectively refer to the members as “Members” and each individually as a “Member.”
a. Regular Membership:
(1) Full-Regular Membership shall be available to individuals below who reside within 100 miles of the Pentagon:
(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 a Full-Regular Member, as defined in Sections 3a.(1)(a) and 3a.(1)(b) above, in accordance with policies and procedures established by the Bridge.(2) Limited-Regular Membership shall be available 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 an individual who qualifies for Full- Regular Membership, his or her spouse and up to six (6) of his or her dependent children under the age of 18 that are part of the same household or under age 21 while a full-time college student. Both spouses shall be considered Full-Regular Members under this category and each spouse shall have one vote.
(4) Lifetime Membership is achieved after ten (10) consecutive years as a Full-Regular Member; and a minimum of eighty (80) hours of documented volunteer service given to the Club. In addition, the Full-Regular Member must be in Good Standing when he or she is eligible for Lifetime Membership and must not have had an interruption in membership during the preceding ten (10) years. Lifetime membership is a permanent membership status once it is granted. Lifetime Membership (i) may be revoked only by a disciplinary action as prescribed in these Bylaws; (ii) shall be awarded at the annual Holiday party; (iii) is nontransferable; and (iv) and has no cash value. For purposes of these Bylaws, a Member shall be in Good Standing if he or she has fulfilled the requirements for membership in the Club. More specifically, a Member shall be in Good Standing if he or she is not past due on any membership assessment or other fees due to the Club and/or it is not in violation of or acting contrary to these Bylaws, the Club’s Code of Conduct or any other rules, regulations, or resolutions set by the Bridge.
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. Honorary membership shall be subject to ratification by a majority of voting Members at any general membership business meeting and shall be reconfirmed by the Bridge annually.
c. Required Membership. 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 (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,d. Voting. Voting on all matters that come before the membership is limited to Regular Members described in Section 3a(1)-(4) above. Each Regular Member shall have one vote. A Regular Member may appoint a proxy to vote on his or her behalf by signing a written authorization form assigning the right to vote on his or her behalf to another named individual. The Bridge may permit voting via ballot, pursuant to the Act.
(7) Participate in social sails (with one guest per social sail, and additional guests on a space-available basis).
e. Termination of Membership:
(1) Membership will be terminated administratively if dues remain outstanding for more than ninety (90) days after the due date for payment. A Member may apply again for membership at the then-current new Member rate.
(2) Membership is automatically terminated if and when a Member is expelled.
4. Children and Bona Fide Guests. Children and 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 Regular Member will be paid by the Regular 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 clues and through Club activities.
6. Dues. Dues shall be paid annually by Members to maintain Regular Membership status. Annual dues amounts and timing of payments shall be established by the Bridge. Unless otherwise determined by the Bridge, Regular Members who have Lifetime Membership and Honorary Members are exempt from annual dues, but are subject to fees for participation in Club activities.
7. Bridge. The board of directors of the Club shall be called the “Bridge.” The Bridge shall be the governing body of the Club, which shall have supervision, control, and direction of the affairs and policies of the Club. The Bridge shall be comprised of the Club’s elected officers (the “Officers”). The Racing Squadron Captain shall serve as a non-voting member of the Bridge.
a. Policies and Procedures. The Bridge shall establish and publish policies and procedures for all programs and activities of the Club.
b. Management. The Bridge shall direct the management of the Club’s property and business, except for the powers expressly granted to the Members by these Bylaws, by the Articles of Incorporation, or by the Act. In addition to the powers conferred by these Bylaws, the Bridge may exercise all powers of the Club and do all such lawful acts and things as are consistent with the Club’s purpose and with the laws of the District of Columbia and the United States.
c. Executive Managers. Members of the Bridge also shall function as executive managers to carry out approved programs through the Club management structure, and such duties as required by these Bylaws or by law.
d. Correspondence. Bridge members are authorized to sign routine correspondence or release emails. Any correspondence or emails which are controversial in nature; establishes, alters, or interprets policy; or changes the schedule of events must be approved by the Bridge.
(1) Officers shall be elected annually by the Regular Members for a two-year term. The election will take place by electronic ballot in advance of the October annual meeting of the Members and at the annual meeting via paper ballot, or such other time or method as determined by the Bridge. The new officers will be announced at the annual meeting. Each Regular Member may vote either by electronic ballot in advance or by paper ballot at the meeting. The 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 are elected.
(2) Nominations and notice of elections shall be published on the Club’s website and disseminated by email message to all Members at least twenty-one (21) days before the election meeting date.f. Vacancies. Vacancies in any elected office, except that of Commodore, shall be filled for the remainder of the term by appointment by the Commodore with the concurrence of a majority of the remaining Bridge members. A vacancy in the office of Commodore shall be filled by the Vice Commodore.
(3) No new nominations for Officers will be accepted at the October general meeting. Write-in candidates are permitted.
g. Additional Officers. New offices may be established by amendment of these Bylaws. Once the position is established, the position may be filled by appointment by the Commodore with the concurrence of a majority of the Bridge. The new position will be filled by election by the Regular Members at the next election in accordance with the procedures for annual Officer elections set forth in Section 7e above.
h. Start of Term. The Officers shall take office at the Club’s annual Holiday Party and Awards Dinner in December.
i. Volunteer Service. Bridge members will receive no compensation for their services as Officers or Bridge members.
8. Officers. The Officers of the Club and their duties and responsibilities are described below. No individual may simultaneously hold more than one office.
a. Commodore. The Commodore shall:
(1) Serve as leader of the Club, responsible for management of the Club, and 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 a board of directors, and as provided for in the Bylaws or the Articles of Incorporation or by law.(5) Vote at meetings of the Bridge only to break a tie.
(6) Sign checks in the absence of the Treasurer.
b. Vice Commodore. 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 annual 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 the insurance policies of the Club to ensure insurance coverage for all activities of the Club including 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 proposed changes to the Bylaws, if required.
c. Training Commodore. 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.d. Bay Commodore. The Bay Commodore shall:(4) Coordinate activities with training certification organizations such as the American Sailing Association.
(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. River Commodore. 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 identifying ownership to the Secretary.(5) Appoint a Racing Squadron Captain from Members of the Racing Squadron.
f. Communications Commodore. 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 including, without limitation, website, Facebook, and newsletters.
(2) Develop communications plans to support membership in all areas of the Club including without limitation, training, social events, and volunteering efforts.g. Membership Commodore. The Membership Commodore shall:
(3) Maintain and oversee integrity of the Club Events on the website.
(1) Provide overall direction and management for membership recruitment, retention, and related activities, including designating Members to oversee or perform such activities.h. Secretary. The Secretary shall:
(2) Coordinate monthly socials including location and speakers.
(1) Prepare official 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 indicating ownership for vessels and vehicles.
(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. Treasurer. The Treasurer shall:
(6) Be responsible for maintaining and authenticating the records of the Club required to be kept under the Act. The Secretary may supervise the preparation of some or all documents above by others.
(1) Be responsible for the financial affairs of the Club.(2) Maintain financial records and prepare reports as required.(3) Receive, record, and deposit payments.(4) Disburse funds based on receipts and approved budget line items.(5) Record transactions with the Club’s vessels and vehicles.(6) Prepare the annual Club operating budget, with the assistance of other Bridge members, for approval by the Bridge and the Regular Members.(7) File required Internal Revenue Service (IRS) forms and all other IRS requirements and under the Nonprofit Corporation Act. The Treasurer may supervise the preparation of the activities in (2) – (7) above by others.
a. Bridge Meetings:
(1) The Bridge shall meet at least once each calendar quarter, at the call of the Commodore.(2) At least five (5) elected Bridge members must be present to conduct business and constitute a quorum.(3) All proceedings of the Bridge shall be recorded in summary form, list those in attendance, and include reports by the Bridge members.(4) Policy actions shall be approved by simple majority vote of the elected Bridge members present unless otherwise noted in these Bylaws of by law.(5) Any or all Bridge members may participate in a Bridge meeting by, or conduct the meeting through the use of, any means of communication by which all members of the Bridge participating may simultaneously hear each other during the meeting. A Bridge member participating in a meeting by this means shall be considered to be present in person at the meeting.
(6) Action by the Bridge may be taken without a meeting if each voting member of the Bridge signs a consent in the form of a Record describing the action to be taken and delivers it to Secretary. A unanimous signed consent of the Bridge has the effect of an action taken at a meeting of the Bridge and may be described as such in any document. For purposes of these Bylaws, a Record is information inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(7) Special meetings of the Bridge may be called at any time upon request of the Commodore.
b. Membership Meetings:
(1) A general meeting of the membership shall be held annually in October.(2) Notice of the meetings and the official business to be conducted at membership meetings shall be published no fewer than (10) days nor more than sixty (60) days before the meeting date.(3) Ten (10) percent of the Club's Regular Members shall constitute a quorum at membership meetings.(4) Special meetings of the membership may be called by the Commodore or upon written request of twenty percent (20%), of the Regular Members.(5) Actions by the Members shall be approved by simple majority vote of the Regular Members present, unless otherwise noted in these Bylaws or by law.
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 Club’s 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 an Officer.
(2) Unsatisfactory service, dereliction, or questionable activity on the part of any Member shall be brought to the attention of an Officer.
b. Corrective/Disciplinary Action:
(1) If necessary, the Commodore may appoint an Officer to investigate any alleged omission or misconduct by a Club Member.(2) If the Club Member involved is an 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, upon approval by a unanimous vote of the remaining Bridge members and upheld by a majority of the Regular Members at a general business or special meeting.(d) Expulsion from Club membership.(5) Except for removal as an Officer, all corrective/disciplinary actions require an affirmative vote of at least two- thirds (2/3) of all voting members of the Bridge who are eligible to vote on the matter.c. Termination of Membership. The Bridge may expel any Member from the Club for conduct contrary to the objectives of the Club or violation of Club policies. The Member shall be given an opportunity to be heard at the next Bridge meeting after a recommendation for termination by the Bridge. After deliberating the issue, the Bridge shall vote on the question of whether the Member shall be expelled. A two-thirds (2/3) affirmative vote of the Bridge shall be necessary to expel a Member. Any Member who resigns or is expelled shall remain liable for any charges due at the time of the resignation or expulsion. Termination of membership automatically occurs upon resignation of the Member or pursuant to Section 3e(1), above
11. Committees. The Commodore shall have the authority to create committees or to abolish those created.
12. Club Events. Club sponsored activities may include, but are not limited to sail training classes, social sails, racing events, cruises, social functions, and membership meetings.
13. 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.
14. Amendments. These Bylaws may be amended by a majority vote of the Bridge at a regular Bridge meeting or special meeting called specifically for the purpose of amending the Bylaws.
a. These Bylaws were adopted by the Bridge vote on May 1, 1997.
b. These Bylaws 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; and 6 November 2018.
c. Restated Bylaws were adopted by the Bridge on 6 August, 2019.