Section 1. The seal of the Club shall be approximately 1 1/2 inches in diameter
with outer edge embossed, and an inner circle, concentric with the edge and 15/16
inches in diameter. The words “Newport Yacht Club, Inc. 1894” shall be embossed
between inner circle and edge, and the words “Seal of” embossed across the center
of inner circle.

Section 2. The burgee of the Club shall be a pointed burgee having a red
five-pointed star in the center of one white stripe, in width one-ninth of the
total length of, and one-seventh the total width of the signal, the center of the
stripe to run from the upper corner of the signal to a point two-fifths of the
total length on the base line, all on a blue field.

Section 3. The night signal of the Club shall be a hoist of three lights
in the order red, white, red.

ARTICLE II – OFFICERS

Section 1. The officers of the Club shall be and rank as follows: Commodore,
Vice Commodore, Rear Commodore, each of whom shall be the owner of a yacht as defined
in Article VII Section 5, Secretary and Treasurer. Prior to election to office
all officers shall have been members of the Club for at least three years. The
Commodore, Vice Commodore and Rear Commodore shall be the Flag Officers.

Section 2. Terms of office of all officers shall be for one year commencing
with installation at the annual meeting at which elected. Officers of the
Club shall not hold any other position in the Club while serving and no member
shall be eligible to serve more than two terms consecutively in the office of Commodore.

ARTICLE III – DUTIES OF OFFICERS

Section 1. The Commodore shall chair all meetings of the Board of Directors,
the general membership, and be an ex-officio member of all committees except the
Nominating Committee. The Commodore shall designate the chairs of standing committees
as stated in Article XII Section 2 and appoint voting members to the positions
listed in Article XIII. The Commodore shall also have the power to appoint members
to special committees. The chair of a special committee must be a voting member.
In the event of the temporary absence of the Secretary, or the Treasurer, the Commodore
may appoint a member to act in these positions. During a vacancy in the offices
of Secretary or Treasurer, the Commodore may appoint a member to act until an election
is held in accordance with Article XII Section 17. It shall be the duty of
the Commodore to command the Club fleet while Cruising.

Section 2. It shall be the duty of the Vice Commodore to assist the Commodore
in the discharge of the Commodore’s duties, and in the Commodores temporary absence
to act as Commodore. In the case of vacancy in the office of Commodore, to
act as Commodore until an election is held in accordance with Article XII Section
17.

Section 3. It shall be the duty of the Rear Commodore to assist the Commodore
in the discharge of the Commodore’s duties, and in the case of temporary absences
in the offices of Commodore and Vice Commodore, to act as Commodore. In the
case of vacancies in the offices of Commodore and Vice Commodore, to act as Commodore
until an election is held in accordance with Article XII Section 17.

Section 4. It shall be the duty of the Secretary to be custodian of the
Club seal, to maintain a current dated record of these bylaws, to provide an agenda
for new business / special items one week prior to a meeting, to keep a true record
of all the proceedings of all meetings of the Club and the Board of Directors,
to file all documents, records, reports, and communications connected with the
business of the Club, to maintain an up to date catalog of Club memorabilia such
as trophies, art, plaques, and pictures, to ensure that current dated copies of
all committee rules are filed, to notify each member of all regular and special
meetings in accordance with Article V Section 4, to conduct all correspondence
of the Club except as designated to the Treasurer or Membership Committee, to ensure
that all changes to these bylaws or committee rules are available to each member
when requested from the Club office, and that a historical file of these changes
is maintained, and in general to coordinate activities with the Treasurer to insure
a legal and businesslike operation of the Club. It is also the
responsibility of the Secretary to have a current copy of these bylaws and Robert’s
Rules of Order available for reference at all Club meetings.

Section 5. It shall be the duty of the Treasurer to have the custody of
all funds of the Club, except those that the Treasurer deems required by the committees
or employees for the smooth operation of the Club, to deposit the same to the credit
of the Club in accounts approved by the Board of Directors, to pay all bills contracted
by the Club not otherwise provided for herein, to keep correct and ample accounts
of all receipts and disbursements, to conduct all financial correspondence of the
Club, to make a written report of the condition of the Club’s finances at the annual
financial report meeting, to make a summary report of the financial standing of
the Club at each meeting, to act as an ex-officio member of the Finance Committee,
and in general to coordinate activities with the Secretary to ensure a legal and
businesslike operation of the Club.

ARTICLE IV – BOARD OF DIRECTORS

Section 1. The Board of Directors is defined as the Flag Officers, the Secretary,
the Treasurer, the chairpersons of all standing committees as listed in Article
XII Section 1, and four members at-large. All members of the Board of Directors
must be voting members of the Club.

Section 2. The members at-large will be elected by the general membership
at the annual meeting. At least three of the members at-large must be yacht owners,
as defined in Article VII Section 5. The duties of the members at-large
shall be to individually represent the welfare of the membership in any action
before the Board of Directors and to present any member’s concerns or desires for
consideration by the Board.

Section 3. The Board of Directors shall meet monthly, on the last Thursday, and
also at the call of the Commodore or at the request of any three of its members
for the purpose of planning and coordinating Club activities. A summary of the
actions of the Board shall be provided by the Secretary to the Club office no later
than 14 days after any meeting. This summary shall be posted in the member
area of the Club website and available to members in the Club office.

Section 4. Any member may attend a Board meeting with the exception of a
meeting held in executive session. Any member may address the Board only on a subject
relevant to Club operation, provided that the subject has been discussed with the
appropriate committee chair or a member at large and has been is placed on the
Board meeting agenda by notifying the Secretary in writing at least one week prior
to the meeting.

Section 5. Except for the approval of the budget, and other items specifically
assigned to the general membership, the Board of Directors shall make all the decisions
pertaining to the operation of the Club. Except as specifically noted elsewhere
in these bylaws, all decisions shall be by majority vote of the members of the
Board of Directors present. A quorum at any meeting shall be a majority of the
number of members of the Board of Directors defined in Section 1 of this article,
of which one must be a Flag Officer. Voting rights of the Board of Director
members cannot be delegated.

Section 6. Any member of the Board of Directors may request a one-time exception
of a documented rule of a standing committee for an individual event. The
duration of the exception will be for a period of less than 72 hours and require
written approval of two of the three flag officers. Prior to approval the Flag
will obtain input from the Chair of the affected committee, or another member if
the Chair is not available, and inform same of the decision. Examples of
such exceptions include but are not limited to Special Temporary Parking for Events,
Use of Club Launch, Crash Boat, or Race Committee Boat. All exceptions will
be documented and submitted to the Board of Directors who will audit on a monthly
basis.

Section 7. A committee chair that cannot attend a Board of Directors meeting may
delegate one of the other two committee members elected by the general membership
to attend and report on committee items. The delegate may participate in all aspects
of the meeting except that they may only vote on a motion made directly affecting
their committee. They shall not attend an executive session of the Board meeting.

Section 8. At the annual budget meeting, the Board of Directors shall present
to the general membership a proposed line item budget for the upcoming fiscal year.
The Board of Directors shall have the authority by a two-thirds vote of the total
number of members on the Board to transfer funds among approved line items as deemed
necessary.

Section 9. In addition to the funds authorized at the annual budget meeting,
the Board of Directors shall have the authority to exceed the approved total budget
by an amount, which in the aggregate, shall not exceed 5% of the approved total
budget. Such expenditures shall be made only on a two-thirds vote of the total
number of members of the Board of Directors, shall not require the borrowing of
funds and shall not require the raising of members’ fees and dues. A vote of the
general membership shall be required to approve the expenditure of funds in excess
of the limit set forth in this section. This approval or rejection shall be by
majority vote of those voting at one scheduled, or specially called, general membership
meeting.

ARTICLE V – GENERAL MEMBERSHIP MEETINGS

Section 1. General membership meetings shall be held on the first Thursday
of May, October and December. In special circumstances, the Board of Directors
by a majority vote of those voting, may change the date of a meeting. Proper notification
of a meeting change shall be made to the membership by the Secretary in accordance
with Section 4 of this article.

Section 2. The purpose of the meetings will be to inform the general membership
of various aspects of Club operations, to take membership comment, and to vote
on appropriate matters. In addition each meeting shall have a specific purpose
as follows:

May – Treasurer’s financial report on the preceding fiscal year and election of
the members of the Nominating Committee.

October – Annual meeting of the Club including election of officers, members of
standing committees and members-at-large to the Board of Directors.

December – Presentation of the proposed budget for the next fiscal year. Copies
of the proposed budget will be available, at the Club, beginning on November 20.
The general membership can add, modify or delete a line item by a two-thirds vote
of the members voting. The general membership shall approve or reject the bottom
line budget by a majority vote of members voting. Modifications to the approved
budget are made in accordance with Article IV, Sections 8 and 9.

Section 3. Special general membership meetings may only be called to deal
with matters that require action before the next regular meeting. The Board of
Directors may, by a two-thirds vote of the total number of members of the Board,
call a special general membership meeting. Additionally any twenty or more voting
members may make a written request, over their signatures and printed name, to
the Secretary at least two weeks prior to a Board meeting to address a matter that
requires action before the next regular general membership meeting. At least 20
members listed on the request must attend the next Board meeting to present and
discuss the matter. The Board must make a decision on the matter during the meeting.
The decision to call a special general membership meeting requires a two-thirds
vote of the total number of members of the Board. If twenty or more of the
requesting members, by a hand vote, are not satisfied with the Board resolution
the Commodore shall schedule a special general membership meeting to take place
within 30 days of the Board meeting.

Section 4. The Secretary shall notify the membership in accordance with
Article XX of all meetings of the membership or changes to these meetings at least
fourteen (14) days prior to such meetings or the change of these meetings. Notice
of all meetings shall state the purpose of the meeting and include the name of
any member to be nominated for Honorary Life Membership.

Section 5. All meetings of the Club shall be conducted under the provisions
of Robert’s Rules of Order where they are applicable and in which they are not
inconsistent with the bylaws. It shall be the duty of the Chair to announce prior
to any vote, the voting requirement as stated in the club bylaws.

ARTICLE VI – PARTICIPATION AT GENERAL MEMBERSHIP MEETINGS

Section 1 Only voting members are entitled to participate in general membership
meetings. The only exception is that if the voting member is absent from the Club
premises at the start of the meeting, the spouse of the absent member will be entitled
to participate and vote, until the return of the voting member to the Club premises,
so long as the spouse is a Family member in the Club. Unless otherwise specified
in these bylaws, all decisions shall be by majority vote of the members voting.
No vote shall be cast by proxy.

Section 2. A quorum at any general membership meeting shall be established,
for a 12 month period, as 10% of the number of voting members on the Club rolls
as of March 16th of each year, of whom one must be a Flag Officer.

Section 3. Whenever, in the opinion of the Flag Officers present at any
meeting, a question directly affects yachts or yacht owners, only yacht owners,
as defined in Article VII Section 5, shall be entitled to vote on the question.

ARTICLE VII – ELECTION OF MEMBERS

Section 1. Two voting members must initiate, prepare and submit a recommendation
for Adult Regular membership or Young Adult membership, on the member recommendation
form which will include information in regard to the candidate’s address, occupation,
boat ownership, family, and other information as from time to time may be requested,
to the Membership Committee. Candidates recommended for membership shall have an
interest in yachting in and around Newport. The proposers shall meet with the Membership
Committee to discuss their reasons for proposing the candidate for membership.
Subsequently the Committee shall schedule an interview with the prospective member.
On the basis of the discussions and interview the Membership Committee shall make
a recommendation to the Board of Directors regarding the application for membership.
The recommendation of the Membership Committee shall be posted in the member area
of the Club website and Burgee, and also posted on the bulletin board, at least
two weeks prior to the Board of Directors meeting at which the recommendation shall
be presented. Any voting member with a dissenting opinion on the membership recommendation
is entitled to present his or her opinion to the Board of Directors prior to the
vote on the recommendation. Based on the recommendation of the Membership
Committee, and any dissenting opinion, the Board of Directors shall vote acceptance
or rejection of the application. A member is elected by a two-thirds vote of the
Board of Directors present. The Membership Committee shall also make recommendations
to the Board of Directors regarding applications for other classes of membership
or changes in membership. The Board of Directors shall follow the same voting procedures
as those described for Adult Regular and Young Adult membership.

Section 2. No election to membership or approval of applications for changes
in membership shall be made until all applicable initiation fees and dues and any
monies due the Club have been paid. In the case of failure of election or approval
of applications for changes in membership, applicable initiation fees and dues
shall be returned. Residents of the city of Newport shall pay a reduced initiation
fee of half the normal initiation fee. Proof of residency shall be current
registration as a voter in the City of Newport.

Section 3. All classes of membership shall be open to all interested and
qualified persons without regard to race, creed, origin, or sex, except that no
application for Adult Regular or Young Adult membership shall be accepted from
a non-yacht owner unless at least 60 percent of the total voting members are yacht
owners as defined in Section 5 of this article.

Section 4. The general membership has the right to suspend the acceptance
of applications for Adult Regular and Young Adult membership. However, such suspension
shall not apply to Family membership, Junior membership or to residents of the
city of Newport who are yacht owners as defined in Section 5 of this article.

Section 5. A yacht owner is defined as a voting member who is a minimum
50% owner of a vessel propelled by either mechanical power or sail, or both, capable
of carrying one or more persons, and registered with the Secretary by providing
documentation of legal ownership.

Section 6. The election to Junior membership shall be made upon payment
of all dues and obligations and the approval of the Board of Directors.

Section 7. In the event of the death of an Adult Regular, Life, Honorary
Life, or Young Adult member, all of the current year membership rights and privileges
of the deceased member shall be accorded to the surviving spouse. If the surviving
spouse held a Family membership and chooses to apply for Regular membership, the
initiation fee shall be waived as long as application is made on or before 15 March
of the next year. If the surviving children were Junior Family members and chose
to apply for Junior membership, the initiation fee shall be waived as long as application
is made on or before 15 March of the next year.

ARTICLE VIII – CLASSES OF MEMBERSHIP

Section 1. Adult Regular Members: An Adult Regular member is one who is
at least 21 years old and has been elected in accordance with the election procedures
indicated in these bylaws. An Adult Regular member is a voting member with all
the rights and privileges of Adult Regular membership indicated in these bylaws.

Section 2. Life Members: Any Adult Regular member who has been an Adult
Regular member for the previous fifteen consecutive years, and who has reached
50 years of age, shall be entitled to become a Life member on the payment of an
amount equal to ten times the current annual dues, which payment shall be in lieu
of any further annual dues. In addition, those members who were Life members prior
to 31 January 1987 shall not be liable for any assessments by the Club. Life members
are voting members and shall retain all the rights and privileges of Adult Regular
membership. Life memberships may be purchased only in January.

Section 3. Family Members: Any duly elected Adult Regular, Life, Honorary
Life, or Young Adult member may propose to the Membership Committee that his or
her spouse and/or children be Family members in the Club. The spouse member is
not a voting member but shall be entitled to attend meetings and have all the rights
and privileges of Adult Regular membership except the right to: participate in
meetings or vote (except as specified in Article VI, Section 1 and Article IV,
Section 4 of these bylaws), a position on any Club priority list, or a position
on the Board of Directors or the Nominating Committee. The initiation fee for a
spouse who is an Adult Family member applying for Adult Regular membership In accordance
with Article VII Section 1, shall be reduced by 20 percent for each year up to
five years of continuous Family membership immediately preceding the year for which
application is made. The children shall be entitled to the rights and privileges
of Junior membership. Status as a Family member shall cease if the family unit
does not maintain at least one Adult Regular, Life, Honorary Life, or Young Adult
membership, except in the special circumstance detailed in Article VII Section
7.

Section 4. Limited Member: On a space available basis, and with the
approval of the appropriate committee chairperson, non-members of the Club can
apply for a Limited membership in the Club for the purpose of participating in
frostbiting, adult sailing classes, or other approved programs of the Club. Such
membership shall last only for a period consistent with the activity for which
it applies. Limited members shall not attend any club meetings or have any
additional rights or privileges of membership.

Section 5. Honorary Life Members: Any Adult Regular or Life member, whom
the Club sees fit to honor, may be elected an Honorary Life member of the Club
by the unanimous vote of the members voting at any general membership meeting.
Honorary Life members shall be exempt from all dues and assessments. They are voting
members and shall retain all the rights and privileges of Adult Regular membership.
The Secretary must be notified 30 days prior to the meeting by the member who will
nominate another member to this membership class.

Section 6. Honorary Member: Any person whom the Club shall wish to so honor,
may be elected an Honorary member for the balance of the current year or for the
coming year, by a majority vote of the members voting at any general membership
meeting. Honorary members shall only be accorded the social use of the Club facilities
and shall be exempt from all dues and assessments. They shall not have any other
membership rights or privileges, attend meetings, vote, hold office or serve on
committees in other than an honorary capacity.

Section 7. Armed Services Membership: Any member entering active duty
in the armed services shall be entitled to apply to the Membership Committee for
an Armed Services membership. Armed Services members shall be exempt from all dues
and assessments. They shall enjoy all the privileges of the class of membership
held at the time of application for this class of membership. Armed Services membership
can be held for a maximum of four years, and cannot be held past the year in which
released or discharged from active duty. Upon termination of this class of membership,
the member shall be afforded membership in any membership class appropriate with
current age. In the case of a member who has attained 21 years of age while
in the armed services, Article IX, Section 3 shall apply for establishment of initiation
fee reduction to age 21. In the case of a member who was 21 to 35 years
of age while in the armed services, and either a Junior or Young Adult member upon
transfer to the Armed Services class, the Young Adult rules of Article VIII, Sections
8 and 10 shall apply for establishment of the reduction of fees and earning of
seniority for these years.

Section 8. Young Adult Member: A Young Adult member is one who is between 21 and
35 years of age and has been elected in accordance with the election procedures
of Article VII Section 1. This class of membership shall be exempt from initiation
fees. This voting member shall have all rights and privileges of Adult Regular
membership but may not be nominated as a Club officer. Any member in this membership
category may automatically convert to Adult Regular membership at any time but
no later than March 15 of the year following his or her 35th birthday. With the
application for Adult Regular membership the initiation fee is reduced by 20 percent
for each year up to five years of continuous Young Adult membership immediately
preceding the application. Young Adult membership must be continuous for
any seniority benefits to apply.

Section 9. It shall be the responsibility of all members to notify the Secretary,
in writing, of changes in address or any factors bearing on their class of membership.
The Club shall not be responsible for any inconvenience or financial loss, including
loss of membership, caused by a member’s failure to keep the Secretary informed.

Section 10. A Club Membership Seniority Date shall be established for Adult
Regular, Life, and Honorary Life members. This date shall be the date of
obtaining Adult Regular membership, with the exception that a member who transfers
from Young Adult membership shall have the date established by backdating from
the transfer date by one month for every two months of continuous membership in
the Young Adult class. If there is a break in Club membership the most recent
membership date shall be used to establish the Club Membership Seniority Date.
This Seniority shall be used to establish, or to add names to the bottom of, any
Club priority or waiting list with the exception of sign up lists for club social
functions.

ARTICLE IX – JUNIOR MEMBERS

Section 1. Any person between the ages of 8 and 21 years shall be eligible
to apply for election to Junior membership. The three types of Junior membership
are Regular Junior, Family Junior, and Limited Junior.

Section 2. Those who wish to participate only in frostbiting or sailing
classes may, with the approval of the appropriate committee chairperson, apply
for a Limited Junior membership. Separate Limited Junior memberships are
required for frostbiting and sailing classes and these memberships shall last only
for the duration of each activity. Limited Junior members are not entitled to hold
office in the Junior organization or apply for transfer to Adult Regular or Young
Adult membership after reaching age 21.

Section 3. All Junior memberships terminate at the end of the year during
which age 21 is attained. However, Regular Junior and Family Junior members who
have had their memberships thus terminated may apply for Young Adult or Adult Regular
membership in accordance with Article VII Section 1 on or before 15 March of the
following year. With the application for Adult Regular membership the initiation
fee is reduced by 20 percent for each year up to five years of continuous Regular
Junior, Family Junior, and/or Armed Services membership immediately preceding the
end of the year during which age 21 was attained. If Young Adult membership is
selected, any credit towards the initiation fee earned as a Regular Junior, Family
Junior or Armed Services member will be applied toward Regular membership initiation
fee when that class of membership is applied for.

Section 4. Junior members may not attend general membership meetings, hold
offices, or serve on committees of the adult organization. Only Regular Junior
and Family Junior members may serve in the Junior organization. No Junior members
may enter the lounge at any time.

Section 5. Junior members are exempt from assessments.

ARTICLE X – DUES AND INITIATION FEES

Section 1. Billing for dues as approved by the membership at the December
budget meeting will be mailed to members by 1 January and must be paid or postmarked
on or before15 February for the calendar year. Within one week after 15 February
the Treasurer shall prepare, and furnish to the Membership Committee, a list of
those whose dues are unpaid and/or are delinquent in fees and charges from the
previous calendar year. The Membership Committee shall post a copy of this list
on the bulletin board at the Clubhouse and shall have notices of delinquency, with
a late fee penalty of 10% of the current dues, sent by registered mail to those
on the list using the addresses on the membership roster. The persons whose names
are posted shall cease to be members of the Club unless their dues and all fees
and charges due are received on or before 15 March. Termination of membership shall
not relieve a member of prior indebtedness.

Section 2. The annual dues and initiation fees for Adult Regular, Young
Adult, Junior and Limited members shall be included in the proposed budget and
approved by the membership at the December meeting of the general membership. The
dues for a Family member spouse shall be set at 20 percent of the dues for an Adult
Regular member. Family member Junior dues shall be set at 5 percent of the dues
for an Adult Regular member. Junior dues from any family shall be limited
to a total of 15 percent of the dues for an Adult Regular member provided at least
one of the parents is an Adult Regular, Life or Honorary Life member. The annual
dues for Young Adult membership shall be set to 35% of the Adult Regular member
dues.

Section 3. Any Adult Regular member who has been an Adult Regular member
for the previous fifteen consecutive years and who has reached at least 65 years
of age shall upon notifying the Membership committee have all future dues fixed
at an amount equal to the annual dues charged during the current year.

Section 4. Persons dropped from the rolls in accordance with this Article
section 1 may apply as a new member by application for membership in accordance
with Article VII, payment of all unpaid fees and bills and payment of the initiation
fee and annual dues for the current year. Persons dropped from the rolls
may appeal to the Board of Directors, via a letter to the Membership Committee,
for relief from these requirements for reinstatement.

Section 5. Letters of resignation, from Adult Regular members, received
by the Membership Committee on or before 15 March, and subsequently accepted by
the Board of Directors, will void liability for dues for that calendar year. No
letter of resignation will be accepted until all outstanding bills, fees and assessments
have been paid. No letter of resignation will be received after 15 March unless,
in addition, dues for the calendar year have been paid. A member who has had his
or her letter of resignation accepted shall not be liable for payment of initiation
fees upon applying for membership in the future. Junior member resignations received
after the member has reached age 21 and on or before 15 March of the following
year shall be valid for a period of 10 years. If the former Junior member does
not reapply within this period he or she must pay the full adult initiation fee.
If application is made within the 10 year period the adult initiation fee shall
be reduced in accordance with Article IX Section 3. The Membership Committee shall
inform the resigning member by letter when his or her resignation has been accepted
by the Board of Directors. This letter may be used by the member as proof of proper
resignation.

Section 6. In the case of an election to any class of membership at a September,
October, November or December Board of Directors meeting, one-quarter of the annual
dues shall be paid for the current year.

ARTICLE XI – ASSESSMENTS

Section 1. The Club shall have the power to levy an assessment on each Adult
Regular, Young Adult, and Life member (except as noted in Art. VIII, Section 2),
by two-thirds vote of the general membership present at any general membership
meeting, either regularly scheduled or called for this purpose. Assessments shall
be payable in accordance with a schedule, including any grace period or late fees,
adopted by the Board of Directors. Assessment of Young Adult members shall be limited
to 35% of the Adult Regular member assessment.

Section 2. Members must be notified, in writing, at least 30 days prior
to the first payment due date. This notification shall include any payment
schedule and late fees approved.

Section 3. The membership of anyone who does not make a payment in accordance
with this article shall cease as of the date the payment is due.

ARTICLE XII – COMMITTEES

Section 1. The following eleven (11) standing committees shall be elected
at the annual meeting: Regatta, House, Float and Dock, Entertainment, Finance,
Junior Activities, Membership, Frostbite, Communications, Offshore Racing, and
Young Adult. It shall be the responsibility of the committees to advise the
Board of Directors on, oversee the operation of, and provide appropriate financial
records and reports relating to the various aspects of the Club. Committees shall
operate within budgetary constraints set by the approved budget including any modifications
made by the Board of Directors in accordance with Article IV, Sections 6 and 7.
All committees shall have rules and regulations that are approved by the Board
of Directors by a majority vote of those present. A current copy of all committee
rules and regulations shall be posted on the bulletin board.

Section 2. There shall be elected to each standing committee three members.
At least two of the elected members of the Float and Dock Committee shall be yacht
owners as defined in Article VII section 5. All three of the elected members of
the Young Adult Committee shall be Young Adult members of the Club as defined in
Article VIII section 8. Terms of office of all committee members shall be
for one year commencing with installation at the annual meeting at which elected.
The Commodore shall designate the Chairman of each committee from its elected voting
members.

Section 3. When the burden of work on any committee is such that additional
assistance is required, the chairperson of that committee may propose, at any Board
of Directors meeting, a candidate for membership as an additional member of that
committee. The Float & Dock committee shall maintain a minimum 2/3 ratio of
boat owners. All additions to the Young Adult Committee shall be Young Adult members
as defined in Article VII section 8. A majority vote of the Board of Directors
present at that meeting shall establish such a candidate as an additional member
of that committee.

Section 4. Each standing committee may suspend a member from participating
in activities or using Club facilities under its jurisdiction for a maximum period
of two weeks for violation of a committee rule or regulation. A committee may report
the violation to the Board of Directors in accordance with Article XV, Section
1.

Section 5. The Commodore shall have the power to appoint members to special
committees. The chair of a special committee must be a voting member.

Section 6. The Regatta Committee shall conduct inshore races sailed by,
or under the direction of the Club, in accordance with applicable rules of the
United States Sailing Association, and the classes and/or yachting associations
for whom the races are being conducted.

Section 7. The House Committee shall have general supervision of and responsibility
for all Club facilities and infrastructure not specifically assigned to another
committee. At no time when the Club facilities are scheduled to be open,
shall those facilities be closed to members. The Committee shall operate
the lounge in accordance with the requirements of the State of Rhode Island License
and City of Newport Regulations.

Section 8. The Float and Dock Committee shall have general supervision of
and be responsible for floats, docks, gangways, dock front utilities, lifts, and
boats belonging to the Club, except the sailing fleet belonging to the Club and
any tender to same, which shall be under the general supervision of the Junior
Activities Committee. They shall assign float and dock spaces in accordance with
Article XIX.

Section 9. The Entertainment Committee shall organize and supervise entertainments
sponsored by the Club, except those of the Junior members and those organized by
the Young Adult Committee

Section 10. The Finance Committee shall meet in October each year, with
the Treasurer sitting as an ex-officio member, and prepare an operating budget
for the Club for the ensuing calendar year. This annual budget shall encompass
the following: anticipated income from all sources, operating expenses, capital
improvements, and disbursements for committees authorized by these same bylaws.
In order to facilitate long range planning, the Finance Committee shall develop
and maintain an updated Five-Year Plan. This plan would serve to incorporate the
current year’s budget and project both operations and a prioritized capital expenditure
program for the additional four year period. The Five-Year Plan will be recommended
to the Board of Directors at the March Board of Directors meeting. After review
and possible modification, the Board of Directors shall present the Five-Year Plan
to the membership at the May general meeting. Throughout the year, the Finance
Committee shall monitor the financial progress of the Club, shall monitor any divergence
from the approved budget and report any concerns to the Board of Directors. The
Committee shall audit the books of the Treasurer and of all committees keeping
same, and shall verify them prior to the annual financial report meeting.

Section 11. The Junior Activities Committee shall have jurisdiction over
and responsibility for all activities of the Junior membership, and in addition,
shall have jurisdiction over any sailing instruction programs sponsored by the
Club, including the hiring of sailing instructors. Current Junior members shall
be given priority in all sailing instruction programs. The Committee shall have
at least one representative present at any meetings of the Junior members when
the latter are meeting as a body. The committee shall assume custody of the Club
sailing fleet and tender thereto, insuring that same are properly maintained.

Section 12. The Membership Committee shall review and make recommendations
to the Board of Directors on all applications for membership or changes in status
of membership in the Club in accordance with Article VII Section 1. At each meeting
of the Board of Directors the Membership Committee shall make a written report
summarizing all changes in membership, including the percentage of yacht owners,
that have occurred since the previous meeting of the Board of Directors. The Committee
shall notify each new member of his/her election, provide a membership card and
member handbook. The Committee shall notify members of any requirement to change
their class of membership. The Committee shall ensure that a correct roll is kept
of all members.

Section 13. The Frostbite Committee shall conduct all frostbite races sailed
by, or under the direction of the Club, in accordance with the rules of the United
States Sailing Association. They shall ensure, during the frostbite season, the
proper maintenance of any Club boats used for frostbiting.

Section 14. The Communications Committee shall be responsible for preparation
and timely update of the Member Handbook, which will include the Club bylaws, all
committee rules, and member and fleet rosters. This Committee shall also be responsible
for maintaining the Club website and posting information contained in the Member
Handbook in the member area of the website and for publication of the Club newsletter.
This Committee is responsible for ensuring that all appropriate Club events and
activities are publicized in the appropriate media.

Section 15. At the May meeting, on every other year, the general membership shall elect by ballot,
a Nominating Committee consisting of five members, all of which have been voting
members for the preceding five years. The chairperson shall be a yacht owner
(as defined in Article VII Section 5) with the highest number of votes, and at
least two of the remaining four members shall be yacht owners. If only five members
are nominated the Commodore shall declare the committee elected by unanimous consent
and the committee shall elect a chair by a majority vote of the total committee.
The Nominating Committee shall prepare a slate of nominations to be presented at
the annual meeting. Members serving on the Nominating Committee may not be
placed on the slate for election to a position as an officer of the Club.
The Committee shall submit this slate to the Secretary by August 15th of the election year, posting it
also on the bulletin board where it shall remain until the election. By August
22, the Secretary shall have provided a copy of the slate to each Adult Regular,
Young Adult, Life and Honorary Life member in accordance with Article XX. The Nominating
Committee shall have power to substitute the name of another member for that of
any member who withdraws his/her name from the slate.

Section 16. In addition to the slate prepared by the Nominating Committee,
any five voting members of the Club may make alternate nominations over their signatures
for one or any number of nominees by posting the name or names, with the designated
position. This alternate slate shall be posted on the bulletin board at the clubhouse,
with notification to the Secretary, by September 8. The Secretary shall provide
a copy, in accordance with Article XX, of all alternate nominations to each voting
member by September 15. Any alternate nominations will also be presented at the
annual meeting

Section 17. Nominations to be presented at the annual meeting may be made only
as stated in sections 15 and 16 of this article. At the annual meeting the Commodore
shall declare all unopposed nominees elected by unanimous consent. If more than
one candidate is proposed for any office or position on a committee a written ballot
shall be taken.

Section 18. The Nominating Committee shall also nominate an individual to fill
a vacancy of a Club officer, or committee member elected by the membership, if
the vacancy occurs more than 90 days prior to the annual meeting. The nomination
shall be reported to the Secretary and posted on the Club bulletin board not more
than 10 days after the vacancy is reported to the committee. Within 5 days the
Secretary shall notify each Adult Regular, Young Adult, Life and Honorary Life
member of the nomination in accordance with Article XX. In addition to the
nomination prepared by the Nominating Committee, any five voting members may make
an alternate nomination over their signatures to fill the vacancy by providing
the signed alternate nomination to the Secretary and posting a copy on the Club
bulletin board not more than 10 days after the secretary notification. If there
is no alternate nominee posted the Commodore shall immediately declare the nominee
elected by unanimous consent and notify the secretary of such, who shall incorporate
the election into the minutes of the next meeting of the Board of Directors. If
an alternate candidate is proposed a written ballot shall be taken at a regular
meeting, or special meeting called for that purpose, not less than 10 days or more
than 20 days after the posting of an alternate nomination. A vacancy occurring
among the Board members at-large shall be filled at the next regular meeting of
the membership.

Section 19. The Offshore Racing Committee shall conduct offshore and or long distance
races sailed by, or under the direction of the Club.

Section 20. The Young Adult Committee shall organize and supervise sailing and
social activities of interest to the younger adult members of the Club.

ARTICLE XIII – APPOINTED POSITIONS

Section 1. The Commodore shall appoint voting members to the following positions
to hold office concurrent with his own.

Section 2. Measurer. It shall be the duty of the Measurer to measure yachts belonging
to members of the Club on request, and other yachts which are to take part in regattas
under the auspices of the Club, upon the request of their owners, and to furnish
certificates. He may charge such fees as are mutually agreed to.

Section 3. Fleet Chaplain. The Fleet Chaplain shall be appointed from Club
members of the clergy. It shall be the duty of the Fleet Chaplain to recite
or lead invocations and benedictions where such prayers are offered at meetings
or events and to serve the Club in this capacity as it may require.

Section 4. Fleet Captain. The Fleet Captain shall be appointed from
Club members who are boat owners as defined in Article VII Section 5. It
shall be the duty of the Fleet Captain to organize any Club cruises or rendezvous.

ARTICLE XIV – STEWARD

Section 1. The highest ranking Club employee shall be designated the Steward.
The Steward shall be responsible for the management of the club staff. The commodore
shall work with the committee chairs and the steward to establish priorities and
direction in the accomplishment of tasks for the efficient operation and maintenance
of the Club in accordance with the steward’s Board approved job description. The
Board of Directors shall have the authority to enter into agreements with the steward,
as are deemed necessary to delineate responsibilities and relationships with the
Board of Directors, and the general membership.

ARTICLE XV – PENALTIES

Section 1. Any member or standing committee who has evidence that a member
has violated a Club bylaw, rule, or regulation, or committee rule or regulation,
or whose conduct has been detrimental to the welfare of the Club or its members,
may submit a signed report of that violation to the Club Secretary. The Secretary
shall promptly notify the Flag Officers of the receipt of the complaint and schedule
a hearing at a Board of Directors meeting not less than one week or more than five
weeks thereafter. The Secretary shall notify the complainant, the accused and any
witnesses listed in the complaint of the date and time of the scheduled hearing.
This may be at a regular or special meeting of the Board.

Section 2. If in the opinion of a majority of the three Flag Officers the
continued use of the Club facilities by the accused member is detrimental to the
welfare of the Club or its members, they may institute sanctions until the hearing
by the Board.

Section 3. At the hearing the Board will, in executive session, provide
the complainant(s), the accused and any witnesses the opportunity to be heard.
Attendance at the hearing will be limited to members of the Board of Directors,
as defined in Article IV section 1, and the accused. Witnesses will be in
attendance only while presenting their point of view. It will also examine
any written statements that the interested parties may wish to submit or other
material that may be pertinent to the complaint. After the hearing the Board in
executive session without the accused present may, by a two-thirds vote of the
total number of members of the board, sanction or suspend for up to one year, or
expel the accused member. The Secretary shall notify the complainant and the accused
in writing of the Board’s decision. Within thirty days the accused may submit in
writing via the Secretary to have the Board reconsider its decision. In the case
of expulsion of membership the accused may submit in writing via the Secretary
to have either the Board reconsider its decision or have the Board decision reconsidered
by the general membership at the next scheduled meeting. The Board by a two-thirds
vote of the total number of members of the board or the General Membership by a
two-thirds vote of those voting may, after consideration of the complaint, modify
the original decision or direct a new hearing. The Secretary shall notify
the complainant and the accused of the final action.

Section 4. Any sanction or suspension does not affect a member’s seniority
or remove the requirement for payment of dues or other debts due to the Club.
Termination of membership does not relieve a member of prior indebtedness.

Section 5. A member who becomes indebted to the Club, exclusive of annual
dues or assessments, and remains so indebted two months after being billed for
same, is immediately excluded, without further notice, from all Club facilities
until the indebtedness be paid in full or until he or she is dropped from the rolls
in accordance with Article X.

ARTICLE XVI – GUESTS

Section 1. A member is entitled to entertain personal guests in his or her
company at any time. Such guests may make purchases of the services of the
bar or restaurant only while in the company of the member.

Section 2. A non-member may be introduced by a letter to the Secretary by
a voting member and extended social courtesies of the Club for two consecutive
weeks, once a year. Any standing committee shall have the right to revoke this
privilege in areas under its jurisdiction should the Committee feel that the conduct
of the guest is inconsistent with his or her status as a guest of the Club.

Section 3. The spouse of a member and minor children accompanied by the
spouse or the member are considered guests of the Club and are accordingly extended
social courtesies of the Club.

Section 4. Visiting members of other clubs, yachtsmen docked at the Club,
and participants in a Club sponsored regatta, may be extended social courtesies
of the Club in accordance with approved rules made by the Float and Dock and House
Committees.

Section 5. Except as provided above, no courtesies or privileges will be
extended by the Club to non-members.

Section 6. Members introducing visitors shall be responsible for all debts
incurred by them and for their conduct.

ARTICLE XVII – AMENDMENTS

Section 1. These bylaws, or any of them, may be amended or repealed by majority
vote of those voting at any two successive meetings, general membership or special meeting,
provided that the amendment, or resolutions of repeal, be posted on the bulletin
board of the Club and provided in accordance with Article XX to all voting members
at least one month preceding the membership meeting at which it will be first presented.

ARTICLE XVIII – INTERPRETATION

Section 1. The meaning of any part of these bylaws shall be determined by
a majority vote of the total number of members of the Board of Directors and shall
be final until amended by the Club in accordance with Article XVII.

Section 2. Any differences between committees, or members of the Club, in
carrying out assigned duties, shall be resolved by the judgment of the Board of
Directors, which judgment shall be final.

ARTICLE XIX – ASSIGNMENT OF FLOAT AND DOCK SPACES

Section 1. A slip assignment waiting list shall be maintained by the Float
and Dock Committee. The waiting list will be opened by the Committee for
specified periods after notification to all members in accordance with article
XX. Voting members desiring to be added to the list must notify the Float
and Dock Committee by mail during the open period, enclosing the designated registration
fee. Names received during the open period shall be added to the bottom of
the current waiting list in order of Club Membership Seniority Date established
by Article VIII Section 10. The waiting list will be limited to fifteen (15)
names.

Section 2 At any slip assignment meeting called by the Committee, current slip
holders will be given the opportunity to relocate to a vacant slip in the order
of their original slip assignment date. Members on the waiting list will
then be offered the resulting vacant slip spaces in the order of their position
on the waiting list.

Section 3. Once a member is assigned a slip the member my retain the slip
each succeeding year unless the member is in violation of a Float and Dock rule
that would cause loss of the slip. The member so affected may appeal the
Float and Dock Committee decision to the Board of Directors.

ARTICLE XX – CLUB CORRESPONDENCE

Section 1. All official correspondence to the membership, except billing for dues
and services, shall be made by email to the address provided to the Club office
by the member. General member correspondence will also be posted in the member
area of the Club website.

Section 2. Dues bills will be mailed in accordance with Article X, Section 1.
Bills for service will be mailed by first class USPS mail.

Section 3. Official correspondence will be mailed (USPS) to a member, at the address
on file with the Club office, only if requested by the member.

Section 4. It is the sole responsibility of the member to notify the Club
office of any change in email and USPS address, or of the desire to receive correspondence
by USPS mail.

Newport Yacht Club

By Laws 1/1/2018

Newport Yacht Club Bylaws

ARTICLE I – INSIGNIA