ARTICLE VIII
OFFICERS
SEC. 1. ELECTION. The Board of Directors may elect
from its own number, a Chairman of the Board and shall elect a President
from its own member and such Vice Presidents (who may or may not be Directors)
as in the opinion of the Board the business of the corporation requires,
a Secretary, and a Treasurer; and it shall elect or appoint from time to time
such other or additional officers as in its opinion are desirable for the
conduct of the business of the corporation.
SEC. 2. REMOVAL. In its discretion, the Board of
Directors, by the vote of a majority of the whole Board, may leave unfilled
for any such period as it may fix by resolution any office except that of
President, Secretary, and Treasurer. Any officer or agent shall be subject
to removal at any time by the affirmative vote of a majority of the whole
Board of Directors. Any officer, agent, or employee, other than officers
appointed by the Board of Directors, shall hold office at the discretion
of the officer appointing them.
SEC. 3. DUTIES OF CHAIRMAN. The Chairman of the Board
of Directors if elected, of failing his election, the President shall preside
at all meetings of the Board of Directors and shall perform such other duties
as may be prescribed from time to time by the Board of Directors or the
By-Laws.
SEC. 4. DUTIES OF PRESIDENT. The President shall
be the chief executive and administrative officer of the corporation. He
shall preside at all meetings of the members and, in the absence ot the
Chairman of the Board, at meetings of the Board of Directors. He shall
exercise such duties as customarily pertain to the office of President
and shall have general and active supervision over the property, business
and affairs of the corporation and over its several officers. He may appoint
officers, agents, or employees other than those appointed by the Board of
Directors. He may sign, execute, and deliver in the name of the corporation
powers of attorney, contracts, bonds, and other obligations and shall perform
such duties as may be prescribed from time to time by the Board of Directors
or by the By-Laws.
SEC. 5. DUTIES OF VICE PRESIDENTS. The Vice Presidents
shall have such powers and perform such duties as may be assigned to them
by the Board of Directors or the President. In the absence or disability
of the President, the Vice President designated by the Board or President
shall perform the duties and exercise the powers of the President.
SEC. 6. SECRETARY. The Secretary shall keep the minutes
of all meetings of the voting members, associate members, and of the Board
of Directors, and to the extent ordered by the Board of Directors od the
President, the minutes of meetings of all committees. He shall cause notice
to be given of meetings of voting members, associate members, Board of Directors,
and of any committee appointed by the Board. He shall have custody of the
corporate seal and general charge of the records, documents, and papers of
the corporation not pertaining to the performance of the duties vested in
other officers, which shall at all reasonable times be open to the examination
of any Director. He may sign or execute contracts with the President or a
Vice President thereunto authorized in the name of the corporation and affix
the seal of the corporation thereto. He shall perform such other duties as
may be prescribed from time to time by the Board of Directors or by the By-Laws.
SEC. 7. DUTIES OF TREASURER. The Treasurer shall
have general custody of all the funds and securities of the corporation
and have general supervision of the collection and disbursement of funds
of the corporation. He shall endorse on behalf of the corporation for collection
checks, notes, and other obligations, and shall deposit the same to the
credit of the corporation in such bank or banks or depositories as the Board
of Directors may designate. He may sign, with the President, or such other
person or persons as may be designated for the purpose by the Board of Directors,
or alone if so authorized by the Board of Directors, all bills of exchange
or promissory notes of the corporation. He shall enter or cause to be entered
regularly in the books of the corporation full and accurate account of all
monies received and paid by him on account of the corporation; shall at
all reasonable times exhibit his books and accounts to any Director of the
corporation during business hours, and whenever required by the Board of
Directors or the President, shall render a statement of his accounts. He
shall perform such other duties as may be prescribed from time to time by
the Board of Directors or by the By-Laws. Upon the request of the Board of
Directors, he shall give bond for the faithful performance of his duties in
such sum and with such surety as shall be approved by the Board of Directors.
SEC. 8. BANK ACCOUNTS. In addition to such bank accounts
as may be authorized in the usual manner by resolution of the Board of Directors,
the Treasurer with the approval of the President may authorize such bank
accounts to be opened or maintained in the name and on behalf of the corporation
as he may deem necessary or appropriate, payments from such bank accounts
to be made upon and according to the check of the corporation which may
be signed jointly or singly by either the manual or facsimile signatures
of such officer or bonded employee as shall be specified in the written instructions
of the Treasurer with the approval of the President of the corporation.
SEC. 9. VACANCY. In the case any office shall become
vacant, the Board of Directors shall have power to fill such vacancy. In
case of the absence or disability of any officer, the Board of Directors
may delegate the power or duties of any officer to another officer or a director
for the time being.
SEC. 10. ALTERNATE DESIGNATION OF OFFICERS. The titles
of the Officers of the Corporation shall also be designated as follows:
PRESIDENT - COMMODORE
VICE PRESIDENT - VICE COMMODORE
VICE PRESIDENT - SAIL - VICE
COMMODORE / SAIL
VICE PRESIDENT - POWER - VICE
COMMODORE / POWER
ARTICLE IX
MISCELLANEOUS
SEC. 1. OFFICES. The corporation shall
maintain a registered office in the State of Michigan as required by law.
The corporation may also have offices in such other places, either within
or without the State of Michigan, as the Board of Directors may from time
to time designate or as the business of the corporation may require.
SEC. 2. SEAL. The Board of Directors may provide
a suitable corporate seal, which seal shall be in the charge of the Secretary,
and shall be used by him.
SEC. 3. FISCAL YEAR. The Board of Directors shall
have the power to fix, and from time to time change, the fiscal year of
the corporation. Unless otherwise fixed by the Board, the calendar year
shall be the fiscal year.
SEC. 4. WAIVER OF NOTICE. Any notice required to
be given under the provisions of these By-Laws or otherwise, may be waived
in writing by the voting member, associate member, Director, committee member,
or officer to whom such notice is required to be given.
ARTICLE X
AMENDMENT
SEC. 1. The Board of Directors shall
have power to add any provision to or to alter or repeal any provision of
these By-Laws by vote of a majority of all the Directors at any regular
or special meeting of the Board, provided that a statement of the proposed
action shall have been included in the notice or waiver of notice of such
meeting of the Board. The voting members may alter or repeal any provision
of these By-Laws by the vote of a majority of the voting members at any meeting,
provided that a statement of the proposed action shall have been included
in the notice or waiver of notice of such meeting of voting members.
ARTICLE XI
No part of the net earnings of the corporation
shall inure to the benefit of or be distributable to its shareholders/members,
board, officers, or other private persons, except that the corporation shall
be authorized and empowered to pay reasonable compensation of services rendered
and to make payments and distributions in furtherance of the purposes set
forth in ARTICLE II hereof. No substantial part of the activities of the
corporation shall be the carrying on of propaganda, or otherwise attempting
to influence legislation, and the corporation shall not participate in, or
intervene in (including the publishing or distribution of statements) any
political campaign on behalf of any candidate for public office. Notwithstanding
any other provision of these Articles, the corporation shall not carry on
any other activities not permitted to be carried on (a) by a corporation
exempt from Federal income tax under Section 501(c) of the Internal Revenue
Code of 1954 (or the corresponding provision of any future United States Internal
Revenue Law) or (b) by a corporation, contributions to which are deductible
under Section 170(c) of the Internal Revenue Code of 1954 (or the corresponding
provision of any future United States Internal Revenue Law).
Upon the dissolution of the corporation, the board
shall, after paying or making provision for the payment of all of the liabilities
of the corporation, dispose of all of the assets of the corporation exclusively
for the purpose of the corporation in such a manner, or to such organizations
organized and operated exclusively for charitable, educational, religious,
or scientific purposes as shall at the time qualify as an exempt organization
or organizations under Section 501(c) (3) of the Internal Revenue Code of
1954 (or the corresponding provision of any future United States Internal
Revenue Law), as the board shall determine. Any such assets not so disposed
of shall be disposed of (by the circuit court of the county in which the
principal office of the corporation is then located) exclusively for such
purpose or to such organization or organizations as said court shall determine
which are organized and operated exclusively for such purposes.
ARTICLE XII
AMENDMENT
SEC. 1 CODE OF CONDUCT The Code of Conduct has been
developed to assist Tower Harbour Yacht Club members to understand the standards
of conduct and behavior that are extected of them.
Members include all members listed in the THYC Membership Directory.
Conduct Members have a duty to promote and support the
key principles of the club and to maintain and strengthen the integrity of
the Club. This means acting ethically and in a respecful manner both on and
off the water, acting in a way which considers all other boaters, observing
the rights of other people and treating people with courtesy.
Behavior Members have a duty to avoid behavior that could
constitute an act of disorder, misbehavior, law breaking, discrimination,
harassment or any behavior which could bring the club or themselves into
disrepute. Above all, members must act in a courteous and respectful manner
to each other at all times.
Members Guests and Children Members will be responsible
for their guests and children at all times and ensure that their guest/s
and or children's conduct is in keeping with the Club's Code of Conduct and
the Club's Bylaws.
Disciplinary Actions Any breach of THYC's Code of Conduct
or Bylaws will be reviewed by the board approved grievance committee and
appropriate disciplinary action will be taken.
ARTICLES OF INCORPORATION
Pursuant to the provisions of Act 162, Public Acts of
1982, the undersigned corporation executes the following Articles:
ARTICLE I.
The name of the corporation is TOWER HARBOUR YACHT CLUB.
ARTICLE II.
The purpose or purposes for which the corporation
is organized are as follows:
To encourage the sport of boating; to promote the science of seamanship
and navigation; and to provide and maintain suitable facilities for the
use and recreation of its members; to engage in yachting, boating, and kindred
sports for pleasure and exercise and to promote and foster such activities.
ARTICLE III.
Said corporation is organized upon a non-stock basis.
1. If organized on a nonstock basis, the description
and value of its real property assets are:
None
and the description and value of its personal property assets are:
None
The Corporation is to be financed from contributions as it may receive
from its membership or general public and from initial and thereafter annual
membership dues from its members in amounts to be determined.
The Corporation is organized on a directorship basis.
ARTICLE IV.
1.
The address of the registered office is:
1411 Lake Boulevard, St. Joseph, Michigan
2.
The mailing address of the initial registered office is the same.
3.
The name of the resident agent at the register office is:
Paul J. Kelley
ARTICLE V.
The name and address
of the incorporator is as follows:
Paul J. Kelley
1411 Lake Blvd.,
St. Joseph, MI
ARTICLE VI
No part of the net earnings of the corporation shall
inure to the benefit of or be distributable to its shareholders/members,
board, officers, or other private persons, except that the corporation shall
be authorized and empowered to pay reasonable compensation of services rendered
and to make payments and distributions in furtherance of the purposes
set forth in ARTICLE II hereof. No substantial part of the activities
of the corporation shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and the corporation shall not participate
in, or intervene in (including the publishing or distribution of statements)
any political campaign on behalf of any candidate for public office. Notwithstanding
any other provision of these Articles, the corporation shall not carry
on any other activities not permitted to be carried on (a) by a corporation
exempt from Federal income tax under Section 501(c) of the Internal Revenue
Code of 1954 (or the corresponding provision of any future United States
Internal Revenue Law) or (b) by a corporation, contributions to which are
deductible under Section 170(c) of the Internal Revenue Code of 1954 (or
the corresponding provision of any future United States Internal Revenue
Law).
Upon the dissolution of the corporation, the board
shall, after paying or making provision for the payment of all of the liabilities
of the corporation, dispose of all of the assets of the corporation exclusively
for the purpose of the corporation in such a manner, or to such organizations
organized and operated exclusively for charitable, educational, religious,
or scientific purposes as shall at the time qualify as an exempt organization
or organizations under Section 501(c) (3) of the Internal Revenue Code of
1954 (or the corresponding provision of any future United States Internal
Revenue Law), as the board shall determine. Any such assets not so disposed
of shall be disposed of (by the circuit court of the county in which the
principal office of the corporation is then located) exclusively for such
purpose or to such organization or organizations as said court shall determine
which are organized and operated exclusively for such purposes.
I, the incorporator sign my name this 18th day of May, 1983.
Paul J. Kelley
PAUL J. KELLEY, of
Ryan, McQuillan, Vander Ploeg & Fette
811 Ship Street
P.O. Box J
St. Joseph, Michigan 49085
Telephone: 616/983-1091