Bylaws of the Mystic River Mudhead Sailing Association

Preamble
    As Amended at the 2000 Annual Meeting - These bylaws being duly enacted by the membership constitute the sole body of rules governing the operation of the Club. All previous bylaws are hereby superseded. The present bylaws shall not be revoked, amended, or added to, except by the procedures provided in these bylaws.

Mudhead Mission Statement
    "Our Mudhead mission is to promote camaraderie and fun among members by encouraging competitive sailing, managing quality races, fostering member participation in racing at all levels, and hosting memorable social events"


ARTICLE I ~ NAME

     This organization, hereinafter referred to as the "Mudheads" shall be known as the Mystic River Mudhead Sailing Association, Limited.

ARTICLE II ~ BURGEE

     The Mudhead burgee shall be a triangular pennant having a black lower half and a blue upper half with two vertical yellow "legs" superimposed on the upper.

ARTICLE III ~ BOARD OF MANAGERS

     The Mudheads shall be governed by a Board of Managers, all of whom shall be members of the Mudheads. The Board of Managers shall consist of five (5) members together with the past Commodore and the Flag officers: Commodore, Vice Commodore, Rear Commodore, Secretary, and Treasurer. At the Annual Meeting, one or more members of the said Board of Managers, shall be elected to a term of three years. In the event of the inability of a member of the Board to serve, the remaining members shall have the power to appoint a successor to serve until the next Annual Meeting. The Board of Managers shall have general supervision of the affairs of the Mudheads; and shall elect members and accept the resignation thereof, and shall have full power and authority to expel, suspend and reinstate members; in addition to all of the special powers and duties provided hereinafter. A majority of the Members of the Board shall constitute a Quorum, and a majority of a Quorum shall suffice for the transaction of any and all business, except as otherwise hereinafter provided. On the event of the election of a member of the Board of Managers to the office of Flag Officer, his remaining term of office shall be filled by election at the next Annual Meeting.

ARTICLE IV ~ OFFICERS

     The members of the Mudheads at the Annual Meeting shall elect a Commodore, a Vice Commodore, a Rear Commodore, a Secretary, and a Treasurer, all of whom shall be members of the Mudheads. The slate of Officers to be considered for election at the Annual Meeting shall be determined by the Nominating Committee. The slate will be made available to the membership in the notice of meeting. Write in nominations maybe submitted to the Secretary no later than seven (7) days prior to the election, and must be accompanied by the signatures of 15 members. The Nominating Committee shall consist of the Past Commodore, one Board Member, and one non board member that the past Commodore chooses. Said Officers shall rank in seniority in the order given above. All of said Officers shall serve one (1) year, or until their successors are duly elected. There is no term limit for the Secretary or Treasurer's position. Officers may move through the chairs in reverse order of rank, as the Rear Commodore becomes Vice Commodore, the Vice Commodore becomes the Commodore. In the event of the inability of any said Officer to serve, the Board of Managers shall appoint a successor, who shall serve until the next Annual Meeting. The Board of Managers shall have the power to appoint such Officers as they may deem desirable, to define their duties, and to remove them at their own discretion.

ARTICLE V ~ DUTIES OF OFFICERS

    COMMODORE: It shall be the duty of the Commodore to preside at all meetings of the Mudheads and at all meetings of the Board of Managers, and to exercise all of the usual powers of the President of a corporation. The Commodore shall oversee all committees. The outgoing Commodore shall be a member of the board, ex offici, of all standing, including the right to vote for the term of incoming Commodore.

   VICE COMMODORE: It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of said duties, and in the absence, or in the case of a vacancy in the office of Commodore, to fulfill the duties of the Commodore, and to serve in his place of all committees. In the absence of the Commodore, the Vice Commodore shall preside at all the meetings of the Mudheads, and at the meetings of the Board of Managers.

    REAR COMMODORE: It shall be the duty of the Rear Commodore to assist the Commodore in the discharge of said duties, and in the absence of the Commodore and the Vice Commodore, or in the event of a vacancy in the office of Commodore and Vice Commodore, to fulfill the duties of the Commodore and to serve in that place on all committees. In the absence of the Commodore and the Vice Commodore, the Rear Commodore shall preside at all meetings of the Mudheads.

    SECRETARY: It shall be the duty of the Secretary to keep a true record of the proceedings of all meetings of the Mudheads and of the Board of Managers; to keep a correct roll of all members, of changes in membership; to advise each new member of his election and to furnish him with a copy of the Charter; to file all documents, records, reports and communications connected with the business of the Mudheads; to notify each member of the Mudheads of every meeting of the Mudheads, and each member of the Board of Managers of each meeting of the Board; to attend all meetings of the Mudheads, and in case of inability to attend any meeting, to cause the necessary books and papers to be conveyed to the place of the meeting.

    TREASURER: It shall be the Treasurer's duty to collect and receive all moneys due the Mudheads, and pay all bills contracted by them, keeping a correct account of the same; to make a report at each Board of Managers meeting, and at the Annual Meeting of the Mudheads of his receipts and disbursements, with a statement of the moneys then in his hands. The Treasurer shall also be the administrator of the Dillon Fund, to be described hereinafter.

ARTICLE VI ~ COMMITTEES

     The Board of Managers shall appoint committees as necessary.

ARTICLE VII ~ MEMBERSHIP

     Membership in the Mudheads can be in either of two categories; Single or Family. Each membership is entitled to one vote. Family membership includes one or two adults and any children under the age of twenty one (21 living at the same address. Single membership is available to those not covered by Family membership. Junior membership is available to individuals under the age of eighteen (18) for ($15) fifteen dollars. Annual dues shall be ($30) thirty dollars for a Family membership, or ($25) twenty five dollars for Single membership. Annual dues shall be determined by a majority vote at the Annual Meeting. Applicants for membership must have a member of the Mudheads sponsor him/her.

    Upon payment of dues and approval by majority vote by the Board, applicants become members.

ARTICLE VIII ~ MEETINGS

    There shall be an Annual Meeting each year to elect Officers and transact business. Special Meetings of the membership can be called by majority of the Board of Managers provided members are given notice at least two weeks in advance. Ten percent (10%) of the membership plus at least two (3) Board members shall constitute a Quorum at any meeting of the Mudheads. A majority of a Quorum shall be sufficient for any election or for the decision of any question other than an amendment of the Charter, such shall require a two thirds (2/3) vote of the Quorum. Voting by proxy shall be permitted at all meetings of the Mudheads. Proxies can be mailed to the Secretary or votes can be telephoned to at least two (3) members of the Board of Managers. All notices of meetings shall contain a general statement of major matters to be discussed at the meeting. Meetings shall be conducted as per Robert's Rules of Order.

The order of meetings shall be:
  • Roll call
  • Reading of the minutes of the previous meeting
  • Treasurer's Report
  • Unfinished Business
  • Committee Reports
  • Elections
  • New Business
ARTICLE IX ~ AMENDMENTS

     Changes to the Articles can be approved with a two thirds (2/3) affirmative vote of the quorum of the members present at regular or special meetings. Proposed changes must be distributed to the membership with the notice of meeting.

ARTICLE X ~ INTERPRETATION

     Any question as to the interpretation of the Articles shall be decided by the Board of Managers.

ARTICLE XI ~ FISCAL YEAR

    The fiscal year shall begin on January 1st and end on December 31st.

ARTICLE XII ~ DILLON FUND

    A fund has been established in the name of Richard J. Dillon, a deceased member of the Board of Managers. This fund shall be supported by donations. These shall be solicited as part of the annual request for dues. Donation amounts will be at the discretion of the donor. Purpose: To encourage, promote, and support Mudhead sailors in regional and national US Sailing Association Championships and other events deemed appropriate by the Board of Managers. Eligibility: Funds shall go to any Mudhead member, in good standing, who has been a member for one (1) year or more, who has submitted a letter requesting funds explaining the event and overall anticipated costs. If there is more than one request for one event, the Board may determine eligibility based on resume, or sail off. All crew must also be or become members prior to the event. Intention: Based on eligibility and receipt of letter asking for support, the Dillon Fund will pay entry fees to regional qualifiers of USSA championship ladder events. All disbursements of the fund must be voted on by the Board of Managers.

ARTICLE XIII ~ SPECIAL MEMBERSHIPS

    LIFE MEMBERSHIP: Life membership in the Club may be obtained by any member by: (A) At the age of sixty five (65) years, provided that said member has been a dues paying Single or Family member for at least ten consecutive years. (B) At the age of seventy (70) years, provided said member has been a dues paying Single or Family member for at least five consecutive years.

    HONORARY MEMBERSHIP: Any person who has distinguished himself in the yachting field, or who has rendered this Club important service, or any person whom for other reasons the Club may see fit to this honor, may be elected an Honorary Member by a unanimous secret ballot at any meeting of the Board of Mangers. This type of membership shall be in force until withdrawn by a two thirds (2/3) vote of the Board of Managers.

    MILITARY MEMBERSHIP: Single or Family members upon entry into active duty with the Armed Forces of the United States, will be transferred to the Military Member classification and be excused from the payment of dues during their active service. This transfer will take place at the member's written request on an annual basis. Military members shall not have the right to vote, nor hold any office in the Club; and they shall not have any right, title, or interest in the property or assets of the Club.

ARTICLE XIV ~ RESIGNATIONS

    Resignations of Membership must be in writing and be presented to the Secretary, who shall transmit the same to the Board of Managers for their action. No resignation can be accepted unless all indebtedness to the Club, including dues for the current year have been paid. Any member resigning or forfeiting said membership shall lose all right and interest in the Club. Failure to pay annual dues shall be a cause to drop any member.

ARTICLE XV ~ EXPULSION FROM MEMBERSHIP

    When any member shall be expelled from the Club Membership by a vote of the Board, all right and interest in, and to, the assets or property of the Club shall revert and be forfeited to the Club without further action.

ARTICLE XVI ~ PROVISION OF DISTRIBUTION

    Section 1: Dissolution If, at any time, the Mystic River Mudhead Sailing Association, Ltd. shall be dissolved, the bonds and/or notes and accounts payable shall constitute a lien of the assets of the Club. Section 2: Final Dissolution After provision for all bonds and/or notes and accounts payable, all Single, Family, Life and Honorary members in good standing for ten (10) consecutive years prior to dissolution shall participate in the distribution of the balance of the assets of the Club, if any such exist. Revised 2/25/2001

Last Updated on Thursday, 01 April 2010 21:21

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