MHSA Bylaws

I. NAME

The name of this organization shall be the Maine Hunter Sailing Association, Inc. (hereinafter referred to as the Association).

II. OBJECTIVE

The primary objective of this Association is to promote sailing, education, safety and cruising activities along the coast of Maine and New England, to collect and disseminate information relating to these ends, to conduct educational programs related thereto, and to promote or develop any other activities which may be of benefit to the membership in accordance with the Bylaws and with the Articles of Incorporation.

III. MEMBERSHIP, DUES, AND VOTING

A. There shall be four classes of membership: Regular, Associate, Continuing, and

Honorary.

(1) Regular membership shall be extended to owners and part owners of Hunter

Sailboats and their immediate families who have paid dues.

(2) Associate Membership shall be extended to friends of Hunter Sailboat owners

and their immediate families who have paid dues. Associate membership

entitles participation in all club activities.

(3) Continuing membership may be extended to those persons and their

immediate families who do not qualify for Regular or Associate membership

but who were previously Regular members and who express a desire to

continue a close relationship with the Association and who have paid dues.

Eligibility for Continuing membership is contingent upon uninterrupted

membership in the Association.

(4) Honorary membership shall be awarded to those special persons who are not

eligible for Regular membership but who have rendered special services to

Hunter and/or this Association. Any Regular member may nominate a

candidate for Honorary membership.

B. Dues and fees for Regular members, Associate members and Continuing members

shall be defined by the Executive Committee. There shall be no dues for Honorary

membership. Unless amended by the Executive Committee, such amendment

being attached to the bylaws and documented in minutes of a meeting, annual

dues shall be $35 per registered boat and $35 per continuing membership group

previously affiliated with the ownership of a Hunter sailboat. Annual dues shall

be reviewed annually by the Executive Committee.

C. In all matters requiring representation and voting each yacht shall be limited

to a single vote.

D. The power to accept applications for Regular and Associate membership and to

accept or reject applications for Continuing or Honorary membership and the

right to revoke membership for cause shall lie with the Executive Committee.

IV. EXECUTIVE OFFICERS AND DUTIES

The Association shall be governed by the following five officers who shall be elected as herein prescribed from among the membership, and the immediate past Commodore as described below who is a non-voting member. No member shall hold more than one elected office concurrently.

The COMMODORE - shall be the chief executive officer of the Association and shall

preside at all meetings of the members and the Executive Committee. The

Commodore shall have the authority to sign and execute in the name of the

Association any and all instruments authorized by the Executive Committee or

the membership. The Commodore shall have general management and direction

of the business affairs of the Association and all powers ordinarily exercised

by a president of a corporation. The Commodore shall rule on procedures,

appoint all standing and special committees, and shall be empowered to call

meetings excepting only the Annual Meeting. In the conduct of the office of

Commodore, the Commodore shall be responsible to the Executive Committee

and shall act at its direction.

The VICE COMMODORE - shall perform all duties of the Commodore in the absence

of the Commodore, and, when so acting, shall have the powers of the Commodore.

Other duties shall be as prescribed by the Commodore or the Executive

Committee.

The SECRETARY - shall keep the Minutes of the meetings and records of the

Association and shall perform other duties as the Commodore or the Executive

Committee may direct.

The TREASURER - shall deposit all funds, keep financial books, make necessary

disbursements, make such financial and tax reports as are required of the

Association, render a report to the membership at the Annual Meeting and at

such other times as may be directed by the Executive Committee.

The FLEET CAPTAIN - shall assist the Commodore in the discharge of the

Commodore's duties and shall be responsible for such areas as the Commodore

or the Executive Committee may direct.

The IMMEDIATE PAST COMMODORE - shall be recognized as the most recent Past

Commodore not presently serving as Commodore and shall serve as an ex officio

member of the Executive Committee.

V. COMMITTEES

A. General

(1) The Chairs and members of the various committees are to be appointed by

the Commodore with the approval of the Executive Committee.

(2) Each Committee Chair shall submit an annual report, in writing, to the last

meeting of the Executive Committee preceding the Annual Meeting. Such

other reports as are necessary shall be submitted either in writing or in

person to the Executive Committee at various times throughout the year.

(3) Additional committees may be established and abolished by the Executive

Committee as the need arises.

B. Standing Committees

(1) Executive Committee - The powers of the Association shall be vested in, and

administered by, the Executive Committee. The Executive Committee shall

consist of the five (5) elected officers. An affirmative vote of a majority of the

members of the Committee shall decide all questions, and such votes shall be

final. The Committee shall interpret the Association Rules, sanction or ban

Association activities, fill vacancies in office, direct the Commodore in the

conduct of Association business and affairs, and determine Association

policies. The members of the Executive Committee shall be the Directors of

the corporation. The Immediate past Commodore shall be an ex officio

non-voting member of the Executive Committee and the Board of Directors.

Meetings of the Executive Committee shall be called by the Commodore as the

Commodore deems necessary, or upon the request of any two members of the

Committee.

(2) Membership Committee

(a) The Membership Committee shall direct the work of securing new

members, shall investigate each application and report the result of this

investigation together with their recommendation to the Executive

Committee.

(b) The Membership Committee shall consist of at least three (3) members

(3) Activities Committee -The Activities Committee shall have the general

supervision and control of activities of the Association not otherwise assigned.

(4) Newsletter Committee

(a) The Newsletter Committee shall prepare, publish, and distribute the

Association’s newsletter.

(b) The Newsletter Committee shall establish the price of an annual

subscription to the newsletter for other than members in good standing.

VI. MEETINGS

The Annual Meeting shall be held in Fall of each year. Special meetings of the Association may be called by the Executive Committee, and shall be called on the written request of twenty-five (25) members. The exact dates of the meetings shall be determined by the Executive Committee. The Executive Committee shall meet as often as it may deem necessary, or at the call of the Commodore. Notice of the Annual Meeting shall be sent to each member at least thirty (30) days previous thereto. Notices of special meetings shall be sent to each member at least fifteen (15) days previous thereto, and shall state in detail the subjects to be brought up for action.

VII. ORDER OF BUSINESS

The order of business at all Association meetings shall be as follows:

1. Roll Call

2. Minutes of previous meeting

3. Reports of Officers

4. Reports of Committees

5. Unfinished business

6. Elections

7. New business

In case of dispute as to order of business or debate, the 1990 edition of Robert's Rules of Order Newly Revised shall govern.

VIII. QUORUM

A quorum for the Executive Committee shall consist of three (3) of the constituted members or their proxies, and must include in its number the Commodore or the Commodore’s designate. A quorum for a membership meeting shall consist of 10% of the members in good standing or their proxies, and a quorum of the Executive Committee.

IX. ELECTIONS

The Officers named in Article IV of these Bylaws shall be elected at the Annual Meeting by a majority of members present and entitled to vote or by proxy of members received by the Secretary three (3) days before the Annual Meeting, and shall hold office for a period of two (2) years or until their successors have been elected.

X. VOTING

Every member present, when a motion is under consideration, shall vote thereon, unless excused by the presiding officer. Proxies must be in writing, signed, witnessed, and filed with the Secretary three (3) days in advance of the meeting.

XI. FINANCE

A. Initiation Fees and Dues

1) Initiation fees and dues of members shall be determined by the Executive

Committee from time to time provided, however, that no increase in dues

may be made later than October l, of any year, to be applicable during the

next following fiscal year. The fiscal year is from January 1 to December 31.

(2) An increase of dues may be made only upon an affirmative vote of

two-thirds (2/3) of the members of the Executive Committee present

and entitled to vote.

B. Bank Account

(1) The funds of the Association shall be deposited in accounts with duty

established sound and responsible banks and/or savings and loan associations

as the Executive Committee may from time to time determine. Payment from

these accounts shall be made only by check, draft or other withdrawal orders

signed by the Treasurer.

(2) All moneys received by the Association or collected by any Association activity

are to be deposited in these accounts established by the Executive Committee

and all bills contracted by the Association or any Club activity are to be paid

from said bank accounts.

C. Limitation on Expenditures

The Treasurer shall make such appropriations from the Association funds as

consistent with the Budget approved by the membership at the annual meeting.

The Executive Committee may authorize disbursements in excess of budgeted

line items if such expenditures are deemed necessary by a majority of the

Executive Committee and such expenditures can be funded by cash reserves or

additional revenue. Any unbudgeted, unfunded and unusual expenditures in

excess of Five Hundred Dollars ($500) must be submitted to the membership

for approval by simple majority prior to disbursement.

XII. FLAGS AND INSIGNIA

The Association Burgee shall be triangular in shape, in the usual proportions, with a white field and a green Pine Tree and Hunter Sailboat logo above a simulated wave. The Burgee shall be flown in accordance with prescribed naval etiquette.

XIII. APPEAL

A member shall have the right of appeal to the Association from a decision of the Executive Committee, which may be overruled at the next membership meeting by a two-thirds (2/3) vote of those present, in person, or by proxy.

XIV. DISCIPLINE

All members on Joining the Association thereby undertake to comply with the Articles of Incorporation and these Bylaws and any refusal or neglect to these, or any conduct unworthy of a gentleman, lady, or sailor or inimical to the welfare of the Association shall render a member liable to suspension or expulsion by a three-fourths (3/4) vote of the members of the Executive Committee present at a meeting duly called.

XV. AMENDMENTS AND ADDITIONS

These Bylaws cannot be suspended under any circumstance, but may be amended in the following manner. Proposed amendments must be in writing signed by five (5) members, and must be received by the Secretary in time to be included in the Notice of the Annual Meeting. Prior to notice being given by the Secretary, the Executive Committee must have passed the proposed amendment by a two-thirds (2/3) majority. The proposed amendment shall be approved and adopted upon the affirmative vote of two-thirds (2/3) of the members in good standing in attendance at the meeting or their proxies.

Additional Bylaws, not inconsistent with the present Bylaws and Articles of Incorporation, may be adopted by a two-thirds (2/3) majority of the Executive Committee, subject to subsequent ratification by simple majority of members present at the next scheduled annual meeting.