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BYLAWS OF ST
HELENS SAIL AND POWER SQUADRON INC. Of UNITED STATES POWER SQUADRONS® Prepared
by the Committee on Rules: Gene Cross, S, Chairman 5
February 2003 ARTICLE
1 Section
1.1
The name of this organization shall be St.
Helens Sail and Power Squadron,
Inc. constituting a squadron and unit of United States Power Squadrons,
a nonprofit organization. Section
1.2
This is a nonprofit organization organized
under the laws of the State of Oregon.
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. 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 Section 2.1
The objects of St. Helens Sail and Power 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. Word
and Term Meaning 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
Policy
and authority of USPS
refers to and means the bylaws of USPS, the policies adopted by the USPS
Governing Board, and the current USPS Operations
Manual which supplements these bylaws and policies. Section 2.3
Any word denoting gender used in these bylaws shall apply equally
to either gender as the context may require. ARTICLE
3 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 policy and authority of USPS.
No membership shall be valid unless the member meets and continues
to meet the factual requirements of membership in USPS according to the
policy and authority 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 3.2
There shall be the following classes of membership: active members,
family members, and honorary members.
Associate membership in the squadron may be offered in accordance
with the provisions of Section 3.6. Section 3.3
The active members of this squadron shall consist of persons who
meet membership qualifications set forth by the policy and authority of
USPS 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 3.5
Family members of this squadron may be admitted in the same manner
as active members. Persons
eligible to be admitted as family members shall consist of persons related
to an active member by blood, legal adoption or marriage and who reside
with or are dependents of such active member.
Family members shall enjoy only such privileges as are in accordance
with the policy and authority of USPS. Section 3.6
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 shall 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 3.7
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 3.8
No blanket invitation to membership may be made by any person to
any group of persons. Section 3.9
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 3.10
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 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 3.11
The classification of members and the educational grade of members
attaining advanced grades shall be in accordance with the policy and authority
of USPS. ARTICLE
4 Section 4.1
Upon approval of an application by a majority vote of the Executive
Committee members present and voting at a duly constituted meeting of
said committee, persons who: (1) do not otherwise qualify for any class
of membership; (2) have passed an examination approved by the Operating
Committee; and (3) have attained the age of 12, may become associated
with this squadron as apprentices for a period of time not to extend beyond
the end of the dues year in which they reach their 18th birthday. Section 4.2
Apprentices associated with this squadron shall have only such
privileges, shall be subject to such limitations and conditions, and shall
pay such fees as are set forth by the policy and authority of USPS and
of this squadron. ARTICLE
5 Section 5.1
Elected officers and elected committee chairmen and committee members,
and all appointees shall
be subject to the following general provisions: 5.1.1
All elected officers, elected chairmen and committee members, and
all appointed officers and committee chairmen 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;
(2) serve for one year or until their successors are elected or appointed,
or if applicable, installed; and (3) begin their term of office at the
time at which they are elected or appointed, or if applicable, installed. 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 USPS
simultaneously, except as provided in 5.2 herein or for a short lame
duck 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
No individual shall be eligible for election to the office of commander
for more than two consecutive terms of one year each. 5.1.6
Committees whose members have staggered terms shall have members
elected or appointed initially for terms to meet such qualifications. 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 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, the policy and authority of USPS 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, or the 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. 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. Section
5.4
There shall be an Executive Committee consisting
of the elected bridge officers, and three
active members, from the general membership of this squadron 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 one member, whom shall be elected by the active members at the annual
meeting for a term of one year. Section 5.7
There shall be an Auditing Committee, consisting
of a chairman and one other member, one of whom shall be elected by the
active members at the annual meeting each year for a term of two years. Section 5.8
Certain standing committees shall report to the Executive Committee: 5.8.1
The Planning Committee shall be composed
of two members (preferably senior members), one of whom shall be appointed
annually by the commander for a term of two 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 Budget and Finance Committee shall be
composed of two members one of whom shall be appointed annually by the
commander for a term of two 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 two 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, shall process
all new member applications, and shall 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 the policy
and authority of USPS 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 members appointed annually by the commander.
It shall compile and correlate data to assist the commander with
merit mark recommendations. Section 5.10
The commander may appoint a law officer who should 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. 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. 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 the policy and authority
of USPS 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. 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. 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 members
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 the policy
and authority of USPS. 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. 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. 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 the policy and authority of USPS 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 the policy and authority of USPS. 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
Prepare and file, in a timely manner, all required federal, state,
and local tax and information returns, following the recommendations and
instructions of the national treasurer. 6.6.10
Perform such other appropriate duties incident to the office as
are required by the policy and authority of USPS, 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. Section 6.7
The Executive Committee, also known as the Board of Directors,
shall: 6.7.1
Meet monthly 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
Consult with and advise the commander regarding appointments to
squadron offices and committees. 6.7.6
With the advice of the treasurer, designate depositories insured
by an agency of the U.S. government in which squadron funds shall be kept,
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 the policy and authority of USPS 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. 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,
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 the policy and authority of USPS. 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 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. 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 shall be prorated on a monthly basis from
the first day of the month in which the applicant signs and dates the
acceptance of membership form to the end of the dues year. Section 7.5
Non‑payment of squadron dues may be excused by the Executive
Committee, but nothing herein contained shall authorize the waiver of
dues to USPS or of any district assessment. 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 the policy and authority of USPS. 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 executive 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 executive session (but not divulged to non-members
of the Executive Committee). At its next meeting, the Executive Committee
shall, in executive 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 therefore. In such case the former member shall be eligible for
reinstatement in USPS as an unattached member. ARTICLE
9 Section 9.1
Regular squadron business meetings shall be held on the first
Wednesday of each month, from November
to April of the following
year, inclusive, 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 in such manner that it will reach them at least seven 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. 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. 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: 10.1.1
Invocation. 10.1.2
Pledge of Allegiance. 10.1.3
Approval of the minutes of the preceding meeting. 10.1.4
Reports of officers. 10.1.5
Reports of committees. 10.1.6
Communications. 10.1.7
Unfinished business. 10.1.8
Election of officers (if any to be elected). 10.1.9
New business. 10.1.10
Adjournment. Section 10.2
Orderly parliamentary procedure shall govern at all meetings.
All questions of procedure not otherwise covered herein or by the
policy and authority of USPS shall be determined in accordance with the
most current edition of Robert's Rules
of Order Newly Revised. 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 for no more than one hour after the election
is initiated as an order of business. ARTICLE
12 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 April and ending on the last
day of March. 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 Section 13.1
Matters of discipline shall be considered and handled in accordance
with the policy and authority of USPS. ARTICLE
14 Flags,
Uniforms, Insignia and Etiquette Section 14.1
Flags, uniforms, insignia and matters of etiquette shall conform
to the policy and authority of USPS. ARTICLE
15 Section 15.1
The official squadron publication shall be
known as "Sheets and Lines" 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 there under, 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 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 and notice of such approval is provided
to each active member. Notice
of approval in the squadron publication, duly issued and circulated, shall
fulfill the above requirement. ARTICLE
18 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 "Corporate
Seal St. Helens Sail and Power Squadron, Inc." St. Helens Sail and Power Squadron Squadron
Rules Committee ___________________________________
Date: ___________________________
Chairman Approved
by the Membership ___________________________________
Date: ___________________________
Secretary Approved
by the USPS Committee on Rules ___________________________________
Date: ___________________________
For the Committee on Rules Membership
Notified of Approval ___________________________________
Date: ___________________________ Secretary (Bylaws/amendments
effective on this date) |
© United States Power Squadrons, USPS, the USPS Ensign ®, and the Trident Design are Registered Trademarks of United States Power Squadrons, Inc.