| BYLAWS
NEW YORK SAIL AND POWER SQUADRON, INC.
A Unit of United States Power Squadrons®
Sail and Power Boating — America's Boating Club
As amended through 12 May 2011
ARTICLE 1
Name
Section 1.1 The name of this organization shall be New York Sail
and Power Squadron, Inc., constituting a squadron and unit of
United States Power Squadrons.
Nonprofit Organization
Section 1.2 This is a not-for -profit corporation organized under
the laws of the State of New York. The bylaws of United States
Power Squadrons and any rules and regulations made pursuant thereto,
not inconsistent with federal, state or local laws, shall take
precedence over those of this squadron, and all provisions thereof
affecting the conduct of the affairs of this squadron shall prevail.
Human Rights Laws
Section 1.3 The squadron and its members shall at all times observe
all federal, state and local human rights laws, regulations and
ordinances applicable to any squadron activity, procedure or practice.
No person may be refused membership, denied office, or be prevented
from participating in any activity because of any fact or circumstance
which would identify that person as one of a protected class of
individuals under the human rights laws, regulations or ordinances
of any governmental jurisdiction where the person resides or in
which the squadron conducts business.
ARTICLE 2
Objects
Section 2.1 The objects of this squadron shall be:
2.1.1 To selectively associate congenial persons of good character
having a common love and appreciation of yachting as a nationwide
fraternity of boatmen;
2.1.2 To encourage and promote yachting, power and sail, and to
provide through local squadrons and otherwise a practical means
to foster fraternal and social relationships among persons interested
in yachting;
2.1.3 To encourage and promote a high amateur standard of skill
in the handling and navigation of yachts, power and sail; to encourage
and promote the study of the science and art of navigation, seamanship
and small boat handling; to develop and promote instructional
programs for the benefit of members; and to stimulate members
to increase their knowledge of and skill in yachting through instruction,
self-education, and participation in marine sports activities
and competitions;
2.1.4 To encourage its members to abide by recognized yachting
traditions, customs and etiquette; and
2.1.5 To render, and encourage its members to render, such altruistic,
patriotic or other civic service as it may from time to time determine
or elect.
Definitions
Section 2.2 As used herein, unless the context clearly indicates
otherwise, the term:
2.2.1 USPS means United States Power Squadrons.
2.2.2 District means a district of USPS®.
2.2.3 Squadron means this squadron.
2.2.4 Members, officers, committees, delegates and subjects treated
generally refer to and mean those of this squadron.
2.2.5 USPS policy refers to and means the bylaws of USPS; the
policies adopted by the USPS Governing Board; and the current
USPS Operations Manual, which supplements those bylaws and policies.
Section 2.3 Any word in these bylaws connoting gender is to be
construed as embracing both male and female.
ARTICLE 3
Membership
Section 3.1 Membership in USPS and in this squadron is a privilege,
not a right, and shall be by application and contingent upon meeting
eligibility requirements as set forth in the bylaws of USPS. Admission
to membership in USPS is a function of the USPS Governing Board
and is delegated to the squadron Executive Committee subject to
the USPS policy. No membership shall be valid unless the member
meets and continues to meet the factual requirements of membership
in USPS according to the policies of USPS and of this squadron.
Any prospective member shall be expected to be able and willing
to contribute energy and skill to the objects of this squadron
and USPS.
Section 3.13 All voluntary resignations must be made in writing to the commander or the secretary of the member's squadron with a copy to the national secretary. No resignation of a member indebted to USPS or to a squadron shall be accepted until such indebtedness has been paid. If dues of any member are in arrears later than two weeks after the beginning of the member’s dues year, membership, including any additional memberships in connection therewith, will be terminated automatically and without further notice. Membership may be terminated as provided in Article 15 of USPS bylaws.
Section 3.2 There shall be the following classes of membership:
active members, apprentice members, associate
members and honorary members.
Section 3.3 The active members of this squadron shall consist
of persons who meet membership qualifications set forth by USPS
policy and who are admitted to membership as herein provided.
Section 3.4 An active member who has been awarded 25 merit marks
shall become a life member. Life members shall be exempt from
further payment of squadron dues and shall receive such other
exemptions in this squadron as are appropriate to match those
granted by USPS.
Section 3.4.1 An individual who has been awarded at least five merit marks shall be deemed a senior member.
Section 3.5 Individuals who reside with an active member (considered a primary active member for billing purposes) may be admitted as members in the same manner as any other such member. They shall have all the rights and privileges of their membership class except they shall not be entitled to receive separate copies of The Ensign or other publications and their dues shall be billed to the primary active member.
3.5.1 Upon the resignation, termination or death of a primary active member, any memberships that had been billed to the primary active member shall continue with one such member, 18 years of age or older, automatically becoming the new primary active member. If no such member exists, or the only qualifying member refuses the change, all remaining members 12 to 17 years of age will be offered the opportunity of becoming apprentice members.
3.5.2 Members less than 18 years of age shall be entered as active members, may enroll in courses and may receive merit marks. They shall also be entitled to wear the uniform, fly the ensign, and attend any business meeting of USPS or any district or squadron, but may not serve in an elected position, chair a committee or vote.
USPS policy.
Section 3.6 Apprentice members of this squadron shall be persons who have reached the age of twelve and have passed an examination approved by the USPS Board of Directors. Apprentice members shall have the same privileges as are available to active members except they may not serve in an elected position, chair a committee or vote.
3.6.1 On becoming 18 years of age, an apprentice member shall automatically become an active member unless electing to remain an apprentice member. At any time between the ages of 18 and 23 an apprentice member can irrevocably elect to become an active member. Apprentice membership shall automatically be converted to active membership at the end of the dues year in which the apprentice becomes 23 years of age.
Section 3.7 Associate members of this squadron shall consist of
active members in good standing of other squadrons of USPS, or
of the Canadian Power and Sail Squadrons, who have been granted
associate membership by the Executive Committee. Associate members
shall have all of the privileges of active members except that
they may not hold elective office in this squadron, have representation
by delegates of this squadron, be entitled to represent this squadron
at any USPS or district meeting, or be entitled to vote at any
meeting of this squadron.
Section 3.8 Honorary membership may be conferred by the Executive
Committee, for not more than one year at a time, upon any person
not a member of USPS who has rendered conspicuous service in the
interest of this squadron. Honorary members shall not be subject
to the payment of entrance fees and dues. Honorary members shall
not have any of the privileges extended to other classes of members
except that they may wear the USPS membership lapel pin.
Section 3.9 No blanket invitation to membership may be made by
any person to any group of persons.
Section 3.10 An application for membership in this squadron must
have been endorsed by one or more active members and must have
been evaluated by the Membership Committee before being presented
to the Executive Committee for final action. Admission to any
class of membership in this squadron shall require a majority
vote of the Executive Committee members present and voting at
a duly constituted meeting of said committee.
Section 3.11 No member of the Executive Committee or of the Membership
Committee shall disclose any member's vote, or make any comment
on or discuss outside the committees' meetings any application
to membership. No one may disclose the name of any person considered
for membership to anyone not an active member of this squadron.
No one shall be entitled to receive information from any member
of the Executive Committee or of the Membership Committee concerning
the approval or disapproval of the application of any person to
membership in this squadron and USPS, except that a member proposing
a person for membership shall be informed by the Membership Committee
as to the status of the proposal.
Section 3.12 The classification of members and the educational
grade of members attaining advanced grades shall be in accordance
with USPS policy.
ARTICLE 4
[Reserved]
ARTICLE 5
Officers and Committees Generally
Section 5.1 Elected officers, committee members, and all appointees
shall be subject to the following general provisions:
5.1.1 All elected officers and elected committee members shall
be active members of this squadron.
5.1.2 All bridge officers shall have been awarded at least one
advanced grade and at least one merit mark. This requirement may
be waived by the district commander for good cause in accordance
with USPS bylaws Section 7.9.
5.1.3 Except as otherwise provided in these bylaws, all officers,
committee chairmen and committee members shall: (1) be elected
or appointed annually; and (2) serve from Change of Watch ceremony
first following election, or from date of appointment, to the
next Change of Watch ceremony or until their successors are elected
or appointed.
5.1.4 No active member shall be nominated for or hold more than
one elective flag office, as defined by USPS bylaws Section 4.3,
in this squadron simultaneously, except as provided in 5.2 herein
or for a short period due to overlapping terms of office. More
than one elective position other than flag office may be held
if there does not appear to be a conflict of interest.
5.1.5 [Reserved]
5.1.6 Committees whose members have staggered terms shall have
members elected or appointed originally for terms to meet such
distribution. One of the members whose term next expires shall
be nominated and elected, or appointed, chairman, as appropriate.
5.1.7 A vacancy occurring in any elective office, except as provided
in sections 6.2 and 6.4, shall be filled by the Executive Committee
until the next annual meeting of this squadron, and a vacancy
occurring in any appointive office shall be filled by appointment
by the commander. Persons selected to fill vacancies in the offices
of educational officer and assistant educational officer must
have their qualifications approved as provided in 11.2 herein.
5.1.8 In all instances relating to rank, grade, appointment, duties
and procedures, USPS policy shall prevail.
5.1.9 Upon leaving office, elected and appointed officers and
committee chairmen shall turn over to their successors all records,
reports, communications and documents in their possession pertaining
to the affairs of this squadron.
5.1.10 In the event the commander, the executive officer, the
administrative officer or assistant administrative officer is
determined, by self-declaration or by two-thirds vote of the Executive
Committee, to be incapable of performing the duties of office
because of illness or otherwise, the Executive Committee may assign
the duties and powers of such office to a past commander agreeable
to serve. Such assumption of duties by a past commander shall
last only until the earliest of: (1) the next annual meeting of
this squadron; (2) the officer rescinds the self-declaration of
incapability; (3) the Executive Committee rescinds its declaration
of incapability; or (4) the next squadron meeting at least 50
days after the declaration of incapability at which meeting the
Executive Committee shall recommend to the membership whether
the period of incapability should be extended or the office declared
vacant.
Elected Officers and Committees
Section 5.2 The bridge officers of this squadron shall be the
commander, who shall be the ranking officer, the executive officer,
the educational officer, the administrative officer, the secretary
and the treasurer, which officers shall be elected by the active
members at the annual meeting each year. The offices of secretary
and treasurer may be held by the same person if so authorized
by the Executive Committee.
Elected Assistants
Section 5.3 The Executive Committee may authorize election of
an assistant educational officer, an assistant administrative
officer, an assistant secretary, and/or an assistant treasurer.
If elected, they shall serve with the rank of first lieutenant.
Any such officers shall assist their principals and, in the absence
or incapacity of their principals, act in the principals' stead.
Elected Committees
Section 5.4 There shall be an Executive Committee consisting of
the elected bridge officers, the most recent past commander if
a member in good standing of this squadron, and six active members
from the general membership of this squadron all of whom shall
be nominated for such position by the Nominating Committee and
elected by the active members at the annual meeting each year.
Section 5.5 There shall be a Nominating Committee, consisting
of a chairman and two other members, one of whom shall be elected
by the active members at the annual meeting each year for a term
of three years.
Section 5.6 There shall be a Rules Committee, consisting of a
chairman and four other members, one of whom shall be elected
by the active members at the annual meeting each year for a term
of five years.
Section 5.7 There shall be an Auditing Committee, consisting of
a chairman and two other members, one of whom shall be elected
by the active members at the annual meeting each year for a term
of three years.
Appointed Committees
Section 5.8 Certain standing committees shall report to the Executive
Committee:
5.8.1 The Planning Committee shall be composed of five members
(preferably senior members), one of whom shall be appointed annually
by the commander for a term of five years. It shall study matters
concerning the general welfare of this squadron and make recommendations
thereon to the Executive Committee. Items for study may be referred
to it by the commander, the Executive Committee or the membership,
or may arise within the Planning Committee itself. It shall file
an annual report with the Executive Committee at its meeting preceding
the annual meeting.
5.8.2 The Finance Committee shall be composed of three members
one of whom shall be appointed annually by the commander for a
term of three years. It shall work in close cooperation with the
treasurer, prepare the budget and, in general, plan the overall
financial affairs of this squadron. It is the responsibility of
this committee to present a budget annually to the Executive Committee
for approval prior to its being presented to the active members
for adoption.
Section 5.9 Certain appointed committees shall report to the commander
or their respective department heads as required or directed.
5.9.1 The Membership Committee shall be composed of three members
appointed annually by the commander. It shall be familiar with
the policies and procedures outlined in the current edition of
the USPS Membership Manual. It shall process all new membership
applications and present to the Executive Committee an evaluation
of every person applying for squadron membership.
5.9.2 The Member Involvement Committee shall be composed of two
members appointed annually by the commander. It shall ensure that
all members are kept aware of the educational, service , and social
activities of this squadron and shall work closely with the Membership
Committee to ensure that new members become quickly involved in
squadron activities
5.9.3 The Local Boards of the Educational Department shall be
appointed by the commander after consultation with the educational
officer. They shall perform such duties as are outlined by USPS
policy and as may be directed by the educational officer, and
shall make such reports as may be requested by the commander or
by the educational officer.
5.9.4 The Educational Committee shall be composed of the educational
officer, the assistant educational officer (if any), the chairmen
of the Local Boards and the class chairmen. It shall make recommendations
to the commander concerning squadron educational programs and
perform such other duties as are incidental to the squadron's
educational programs.
5.9.5 The Merit Mark Committee shall be composed of three members
appointed annually by the commander. It shall compile and correlate
data to assist the commander with merit mark recommendations.
5.9.6 The Housing Committee shall be composed of three members
appointed annually by the commander. It shall assist the commander
in obtaining rooms and facilities for meetings, educational programs,
and other squadron activities.
5.9.7 The Personnel Committee shall be composed of three members
appointed annually by the commander. It shall maintain an inventory
of the skills of each member so that these skills may be called
upon for staff positions, committee chairmen, committee members,
etc.
5.9.8 Other committees consisting of those customarily assigned
to the various departments of this squadron by USPS policy, shall
perform such duties as are usual for their particular operation
and as may be directed by their department heads, and shall make
such reports as are required by their operations.
Other Appointed Officers
Section 5.10 The commander may appoint a law officer who shall
be an attorney at law, authorized to practice as such. The law
officer shall perform such legal duties as may be assigned by
the commander or by the Executive Committee and which concern
the affairs of this squadron and its district and USPS affiliations.
The law officer shall serve with the rank of lieutenant.
Section 5.11 The commander may appoint a supply officer who shall
have charge of the procurement and sale to qualified members of
ensigns, insignia and other paraphernalia approved by USPS. The
supply officer shall be responsible to the treasurer for all funds
received from the sale of supplies.
Section 5.12 The commander may appoint a property officer who
shall have responsibility for all squadron property which is not
procured for resale to members and who shall maintain a current
listing of such property showing location, date procured, and
condition. A copy of the listing shall be supplied to the treasurer
upon request.
Section 5.13 The commander may appoint a chaplain, a flag lieutenant,
and such other aides or lieutenants as are deemed necessary, to
perform such duties as the commander or the Executive Committee
may assign.
Section 5.14 The commander shall appoint a budget officer who
shall control the expenditures during the fiscal year of the Squadron
and enforce all rules established by the Squadron for the handling
of disbursements of the Squadron.
ARTICLE 6
Duties and Powers of Officers and Committees
Section 6.1 The commander shall:
6.1.1 Preside at all meetings of this squadron and its Executive
Committee.
6.1.2 Execute all written instruments in the name of this squadron
when directed by the Executive Committee or by the membership.
6.1.3 Have command of the fleet when the vessels of this squadron
are formally assembled.
6.1.4 Appoint, with the concurrence of the Executive Committee,
appointive officers and the chairmen and members of the appointive
committees.
6.1.5 Be an ex officio member of all committees and boards of
this squadron except the Nominating, Rules, and Auditing Committees.
6.1.6 Make recommendations for members to serve as national and
district officers, and to serve on national and district committees,
and make reports to national and district officers as required
by USPS policy and the district.
6.1.7 Appoint, with the advice and approval of the Executive Committee,
delegates to the conferences of the district and to the annual
and special meetings of USPS.
Section 6.2 The executive officer shall: (1) assist the commander;
(2) have general supervision of the Executive Department as directed
by the membership, the commander, or the Executive Committee;
(3) be an ex officio member of all committees of the Executive
Department; and (4) in the temporary absence or incapacity of
the commander, perform the duties and exercise the powers of the
commander. The executive officer shall succeed to the office of
commander should a vacancy occur in the office other than by expiration
of the term of office.
Section 6.3 The educational officer shall: (1) assist the commander;
(2) have general supervision of the Educational Department as
directed by the membership, the commander, or the Executive Committee;
and (3) be an ex officio member of all committees of the Educational
Department.
Section 6.4 The administrative officer shall: (1) assist the commander;
(2) have general supervision of the Administrative Department
as directed by the membership, the commander, or the Executive
Committee; (3) be an ex officio member of all committees of the
Administrative Department; and (4) in the temporary absence or
incapacity of the executive officer, perform the duties and exercise
the powers of the executive officer. The administrative officer
shall succeed to the office of executive officer should a vacancy
occur other than by expiration of the term of office.
Section 6.5 The secretary shall:
6.5.1 Have custody of all corporate records, bylaws, and the corporate
seal of this squadron.
6.5.2 Attest to and affix the corporate seal to written instruments
when so directed by the Executive Committee.
6.5.3 Keep a record of all proceedings of this squadron and of
the Executive Committee, of the attendance at Executive Committee
meetings and of all matters of which a record may be deemed advisable,
in books belonging to this squadron, which records shall at all
reasonable times be open to inspection by any active member of
this squadron. No detailed records shall be kept relating to votes
on applications for membership.
6.5.4 Keep an up-to-date record of all members of this squadron,
including for each member: name, address, telephone number, certificate
date and number, type of membership, rank, grade, merit marks,
senior membership date, vessel data and other pertinent information.
6.5.5 Keep and preserve all documents, records, reports and official
correspondence connected with the business of this squadron.
6.5.6 Report to the national secretary the names and addresses
of persons admitted to membership in this squadron, any changes
in membership or addresses of members, and the election of officers.
6.5.7 Send the required notices of all squadron and Executive
Committee meetings and all lists of candidates for office to be
voted upon at any election.
6.5.8 Make a report at the annual meeting and at such other times
as the commander or the Executive Committee may request.
6.5.9 Perform such other appropriate duties as may be assigned
by the commander or the Executive Committee or as may be required
by USPS policy.
6.5.10 Be an ex officio member of all committees under the Secretary’s
Department.
Section 6.6 The treasurer shall:
6.6.1 Collect and hold, in the name of this squadron, all moneys
belonging to this squadron.
6.6.2 Pay all bills contracted by this squadron which have been
approved by the Executive Committee or by the head of a department
or the chairman of a committee which has contracted the same by
virtue of appropriations made by the Executive Committee or by
the adopted budget. No payment shall be made which exceeds the
budget without specific approval of the Executive Committee.
6.6.3 Make interim reports, including statements of receipts,
disbursements, and financial condition, at such times as the commander
or the Executive Committee may direct and, prepare an annual report
as of the last day of the squadron's fiscal (business) year. The
annual report shall be submitted to the Auditing Committee, together
with the books and records of his office for examination.
6.6.4 Keep and preserve an accurate record of all moneys received
and disbursed and of all squadron property.
6.6.5 Unless sent to each member by USPS, send to the last known
address of each member at such time as USPS policy may direct,
a bill for the member's dues for the following USPS dues year.
6.6.6 No later than 15 days prior to the end of the current dues
year, notify all members whose following-year dues have not been
received that, should such dues be unpaid two weeks after the
beginning of the following dues year, their membership shall be
terminated without further notice.
6.6.7 Promptly send moneys due USPS to headquarters and report
to the national treasurer the names of all members of this squadron
in arrears according to the schedule set forth by USPS policy.
6.6.8 Pay to the district to which this squadron is assigned the
annual district assessment, if any, based on such membership statistics,
at such time and in such manner as directed by the district.
6.6.9 Cause to be prepared and filed, in a timely manner, all
required federal, state and local tax and information returns.
6.6.10 Perform such other appropriate duties incident to the office
as are required by USPS policy, or as the commander or the Executive
Committee may direct.
6.6.11 Be an ex officio member of all committees in the Treasurer’s
Department.
Executive Committee
Section 6.7 The Executive Committee, also known as the Board of
Directors, shall:
6.7.1 Meet on the second Monday of September through May or when
convened by the commander, have general charge of the policy,
management and finances of this squadron, be vested with and have
legal custody of all squadron property, and appropriate such sums
as may be deemed advisable, within the limits of squadron resources,
for the normal and usual operation of this squadron, including
squadron, district and USPS functions.
6.7.2 Approve applications for all classes of squadron membership.
6.7.3 Carry on the normal business of this squadron between meetings
of the membership.
6.7.4 Establish committees and appoint members thereto as may
seem advisable and in the best interests of this squadron.
6.7.5 Approve the commander's appointments to squadron offices
and committees.
6.7.6 With the advice of the treasurer, designate depositories
which may include those insured by an agency of the U.S. government
or appropriate money market funds in which squadron funds shall
be kept, approve investment of squadron funds as recommended by
the treasurer, and approve the budget for submission to the members.
6.7.7 Enforce the authority given it under these bylaws and take
any necessary action consistent with USPS policy to advance the
best interests of this squadron.
6.7.8 With the assistance and cooperation of the Educational Department,
determine which courses and programs are to be offered during
the squadron teaching year, and the times and locations thereof.
6.7.9 Invite the law officer to its meetings when legal expertise
is desirable. The law officer shall be entitled to speak at such
meetings but shall not be entitled to vote.
General Committees
Section 6.8 The Nominating Committee shall select a candidate
for each elective office and for the chairman and members of each
elective committee provided for herein, and shall submit its written
report to the secretary at least 40 days prior to the annual meeting.
6.8.1 Other than interviews with potential nominees, no member
of this committee shall comment upon or discuss committee business
with any non-member of this committee and, other than the nominations
report, no non-member of this committee shall be entitled to receive
any information concerning the committee's deliberations.
6.8.2 No member of this committee whose term is expiring shall
be re-nominated to this committee and no member of this committee
shall be eligible for nomination and election to any bridge office
as defined in 5.2 herein or an elected assistant as defined in
5.3 herein for the term of one year after his/her term expires
on the Nominating Committee.
Section 6.9 The Rules Committee shall be the guardian of adherence
to the USPS bylaws, USPS policy, district bylaws, and squadron
bylaws. The committee shall be familiar with the current edition
of the “Model Bylaws for Squadrons of USPS” and prepare
recommendations as necessary to keep this squadron's bylaws consistent
with USPS policy. It shall prepare the wording of proposed amendments
as may be directed by the Executive Committee or by the membership.
Section 6.10 The Auditing Committee shall examine all records
of the treasurer as of the last day of the squadron fiscal year
and submit a report of its findings for action by a membership
meeting not more than 60 days after the end of the fiscal year.
An additional audit shall be performed should a different individual
assume the office of treasurer prior to the end of the fiscal
year.
ARTICLE 7
Dues and Entrance Fees
Section 7.1 The entrance fees and annual dues of dues-paying classes
of membership shall be reviewed each year by the Executive Committee,
and its recommendations for the following year shall be presented
to and voted upon by the active members no later than the last
regular squadron meeting prior to 1 February. Such fees and dues
shall be as so determined provided, however, that in the event
no such fees or dues are so fixed for any USPS dues year, fees
and dues shall be the same as for the preceding year.
Section 7.2 The dues of this squadron shall be due and payable,
in advance, at the same time as USPS dues are due and payable.
7.2.1 Associate member dues and fees, if any, shall be billed by and paid directly to this squadron.
Section 7.3 An entrance fee, in an amount recommended by the Executive
Committee and approved by the active members, may be required
as a prerequisite to any class of membership except honorary membership.
Such entrance fee shall be paid at the time of acceptance of the
individual into membership.
Section 7.4 Dues for new members are payable with their membership application. The member’s anniversary date becomes the first day of the month that the membership application form is accepted. Dues for all subsequent years shall be payable annually on or before the member’s anniversary date.
Section 7.5 Non-payment of squadron dues may be excused by the
Executive Committee, but nothing herein shall authorize the waiver
of dues to USPS or of any amount intended to defray a per capita
assessment of the squadron by its district.
Section 7.6 Members of all classes of USPS membership otherwise
eligible to receive instruction or examination in any course may
not do so unless in good standing and not in arrears for dues
or other indebtedness to this squadron or USPS.
ARTICLE 8
Resignations, Transfers and Reinstatements
Section 8.1 Resignations, transfers and reinstatements shall be
accomplished in accordance with USPS policy.
Section 8.2 Reinstatement requests from former members who have
voluntarily terminated membership in this squadron shall be treated
as follows:
8.2.1 Those who apply for reinstatement within two years of termination
of membership shall be reinstated upon payment of (1) annual dues
for the current year, (2) squadron indebtedness (if any), and
(3) a reinstatement fee in an amount recommended by the Finance
Committee and approved by the Governing Board (such fee will not
be required of those returning to active membership from active
duty in the armed forces of the United States).
8.2.2 Reinstatement requests received two or more years after
termination of membership shall be reviewed as follows:
(a) Upon receipt of a request for reinstatement, the Executive
Committee shall, in closed session, determine whether any committee
member is against reinstatement. If there are no such members,
the applicant shall be reinstated as in 8.2.1 herein.
(b) If any Executive Committee member expresses intent to vote
against reinstatement, the specific grounds for such vote shall
be recorded in the minutes of the closed session (but not divulged
to non-members of the Executive Committee). At its next meeting,
the Executive Committee shall, in closed session, vote on the
question, “Shall (name) be refused reinstatement?”
A two-thirds vote shall be required to refuse reinstatement; otherwise
the applicant shall be reinstated as in 8.2.1 herein.
(c) If reinstatement is refused, the squadron secretary shall,
within five days, notify the national secretary of such refusal
and the specific grounds therefor. In such case the former member
shall be eligible for reinstatement in USPS as an unattached member.
ARTICLE 9
Meetings, Notices and Quorums
Section 9.1 Regular squadron business meetings shall be held on
the third Monday of October, November, January, February, March
and May at a regular meeting place. The Executive Committee may
designate other times and places for such regular business meetings
upon proper notice. The Executive Committee shall meet as required
by 6.7.1 herein.
Section 9.2 If a holiday or other circumstance makes it impractical
to hold any meeting as provided herein, the Executive Committee
may waive such meeting or set another meeting date. The membership
shall be notified accordingly.
Section 9.3 The annual meeting shall be held in the month of March
at such time and place as the Executive Committee may designate,
at which time an election of officers and members of elective
committees, including the chairmen thereof, shall be held. Written
notice of the annual meeting, containing a list of all active
members nominated by the Nominating Committee for election to
positions within this squadron, shall be sent to each active member
by the secretary, in such manner as determined by the Executive
Committee, at least 30 days prior to such meeting.
Section 9.4 The secretary shall provide a list of all nominees
by petition as provided by 11.1 herein and shall give notice thereof
to all active members by first class mail at least ten days prior
to the date of the election.
Section 9.5 At the discretion of the commander or the Executive
Committee, special membership meetings may be called at any reasonable
time, and shall be called by the secretary upon written request
of at least 10 percent, but not less than six, active members.
Special meetings of the Executive Committee may be called by the
commander or upon written request by five or more members of the
Executive Committee. A notice of a special meeting shall state
the subjects to be brought up for action, and no other matter
may be acted upon..
Section 9.6 Except as provided in 9.3 herein, notices of all regular
and special meetings of this squadron and of the Executive Committee
shall be mailed to the last known address of each member entitled
to receive such notice at least 20 days prior to regular meetings,
and at least 10 days prior to special meetings. The inclusion
of a Notice of Meeting in an official squadron publication mailed
the required time before such meeting will be deemed to comply
with the foregoing provisions.
Section 9.7 At any regular or special meeting, 10 per cent of
the active members, as determined by the records of this squadron,
shall constitute a quorum.
Section 9.8 A quorum for any committee of more than two persons
shall be a majority of its members.
Section 9.9 Voting at regular and special meetings shall be as
follows:
9.9.1 Each active member present and in good standing in this
squadron shall have one vote on each question.
9.9.2 Voting shall be by voice unless a poll is demanded by an
active member duly qualified to vote, in which event votes shall
be cast by a show of hands. Upon a motion supported by at least
one-fifth of the active members present and voting, a roll call
vote shall be held. The presiding officer may require that voting
be by secret ballot if circumstances warrant.
9.9.3 The presiding officer shall vote only when necessary to
decide a tie.
9.9.4 Voting at an election shall be as provided in 11.5 herein.
Section 9.10 Any one or more members of the Executive Committee
or any committee thereof may participate in a meeting of such
committee by means of conference telephone or similar communications
equipment allowing all persons participating in the meeting to
hear each other at the same time. Participating by such means
shall constitute presence in person at the meeting.
ARTICLE 10
Order of Business and Rules of Order
Section 10.1 Unless otherwise provided by the active members or
by the presiding officer at the outset of the meeting, the following
order of business shall be observed at all meetings of the membership
and the Executive Committee:
Invocation.
Pledge of Allegiance.
Approval of the minutes of the preceding meeting.
Reports of officers.
Reports of committees.
Communications.
Unfinished business.
Elections (if applicable).
New business.
Adjournment.
Section 10.2 Orderly parliamentary procedure shall govern at all
meetings. All questions of procedure not otherwise covered herein
or by USPS policy shall be determined by the chairman of the Rules
Committee or the chairman’s designee.
ARTICLE 11
Nominations, Elections and Voting
Section 11.1 Candidates for office to be voted upon at the annual
meeting may be nominated (1) by the Nominating Committee as herein
provided or (2) by petition in writing signed by at least five
active members in good standing and filed with the secretary at
least 15 days before the date of election.
Section 11.2 The educational officer and the assistant educational
officer (if any) are members of the USPS Educational Department,
and shall be nominated and elected only after their qualifications
have been approved by the national educational officer's designee.
Section 11.3 If vacancies exist in the properly formulated slate
of nominees at the time of the election, they shall be filled
by nominations from the floor duly made by active members.
Section 11.4 No active member shall be eligible for nomination
without first signifying willingness and ability to serve if elected.
Section 11.5 At any election, each active member present and in
good standing in this squadron shall have one vote for each office
to be filled. Voting shall be in the following manner:
11.5.1 Cumulative voting is prohibited.
11.5.2 Election to an uncontested office may be effected by a
supported motion and a ballot cast and recorded by the secretary.
11.5.3 Election to a contested office shall be effected by secret
ballot, unsigned and cast in person. Such elections shall be determined
by a judge of election and not less than three tellers, all of
whom shall be appointed by the commander. The secret ballots shall
be delivered to the judge of election and opened and inspected
by the tellers, and the final results shall be tabulated and announced
to the members before the close of the meeting.
11.5.4 Polls shall remain open until closed by order of the commander.
ARTICLE 12
Miscellaneous
Section 12.1 Any person collecting moneys for any activity of
this squadron shall be prepared at all times to make a full and
complete accounting of the same to the commander and to the Executive
Committee.
Section 12.2 No member shall contract any bills in the name of
this squadron unless previously authorized by the Executive Committee
or by the adopted budget.
Section 12.3 When any account authorized by the Executive Committee
or by the adopted budget is closed, any excess funds therein and
a complete accounting shall be promptly turned over to the treasurer.
Section 12.4 No person shall take advantage of USPS membership
status in order to achieve personal gain or remuneration.
Section 12.5 The squadron fiscal (business) year shall be for
12 consecutive months beginning on 1 September and ending on the
last day of August.
Section 12.6 All publications or notices of any nature issued
by this squadron shall have the prior approval of the commander
or the Executive Committee before being sent to members or to
the public.
ARTICLE 13
Discipline
Section 13.1 Matters of discipline shall be considered and handled
in accordance with USPS policy.
ARTICLE 14
Flags, Uniforms, Insignia and Etiquette
Section 14.1 Flags, uniforms, insignia and matters of etiquette
shall conform to USPS policy.
ARTICLE 15
Squadron Publication
Section 15.1 The official squadron publication shall be known
as “Crow's Nest.”
ARTICLE 16
Distribution of Assets After Termination
Section 16.1 No member of this squadron shall have, as an individual,
any interest in or title to the assets of USPS or of any district
or squadron, and such assets shall be devoted exclusively to the
purposes of USPS, the district or this squadron.
Section 16.2 In the event of dissolution and voluntary surrender,
or of revocation of this squadron's charter, all assets then belonging
to this squadron shall be assigned to USPS or to another organization
which qualifies for tax exemption (under Section 501(c)(3) of
the Internal Revenue Code of 1986, as from time to time amended,
and any rules and regulations promulgated thereunder, or such
other section of the code by which USPS is exempt) as selected
by the Executive Committee or other comparable body of this squadron.
If no such body exists or no selection is made, the assets of
this squadron shall be assigned to USPS.
ARTICLE 17
Amendments
Section 17.1 These bylaws may be amended, subject to the approval
of the USPS Committee on Rules, by a two-thirds vote of the active
members present and voting at any regular or special squadron
meeting, provided that a quorum is present at the time the vote
is taken AND (1) the proposed amendments are stated in full in
the notice of the meeting at which action is to be taken thereon,
or (2) an announcement of the proposed amendments was given to
each member and multiple copies of the old and the proposed bylaws
are made available to the members at two or more consecutive general
membership meetings at least 20 days apart (the last such meeting
may be the meeting at which the vote is taken).
Section 17.2 When proposed amendments are properly before any
meeting for consideration, they may, before final action is taken
thereon, be changed by a majority vote, provided the change is
germane to the subject of the amendment under consideration.
Section 17.3 Amendments to these bylaws shall not become effective
until approved by the USPS Committee on Rules. Notice of such
approval is to be provided by the squadron secretary to each active
member and ComR so advised. Notice of approval in the squadron
publication, duly issued and circulated, shall fulfill the above
requirement.
ARTICLE 18
Corporate Seal
Section 18.1 The Corporate Seal of this squadron shall have inscribed
thereon the squadron's name, the year of its incorporation, and
the words
"New York Sail and Power Squadron, Inc."
"Corporate Seal"
"New York 1966"
ARTICLE 19
Indemnification
Section 19.1 Officers, members of the Executive Committee and
their duly designated agents shall be indemnified by the corporation
against all costs and expenses reasonably incurred by or imposed
upon them in connection with any legal action to which such party
has been joined by reason of his service to the New York Power
Sail and Squadron, except if he has been finally adjudicated to
have acted in bad faith and to be personally liable by reason
of willful misconduct in the performance of duties to the corporation.
"Costs and expenses" shall include, but without limiting
the generality thereof, attorneys' fees, damages and reasonable
amounts paid in settlement.
Section 19.2 Upon affirmative vote of two thirds (2/3) majority
of the Executive Committee, the corporation may advance the costs
and expenses so incurred, to the full extent provided by law.
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