SAIL CAPE COD, INC.
These by-laws pertain to the general management, control and administration of the affairs of Sail Cape Cod, Inc., a Massachusetts not-for-profit corporation. These by-laws supercede any previous by-laws of the corporation.
Article I: Name
The name of this organization shall be Sail Cape Cod, Inc.
Article II: Purpose
The purpose of this organization shall be to provide to the Cape Cod community instruction in and the opportunity for recreational sailing and boating, seamanship, water safety, marine science and navigation, and other marine educational opportunities, to persons of all ages without regard to their economic, physical, and social circumstances and to undertake all other activities permitted under the laws of the Commonwealth of Massachusetts, consistent however with the provisions of Chapter 180 of the General Laws of the Commonwealth.
The Corporation shall carry out the foregoing purposes exclusively on a non-profit basis in accordance with Section 501 (c) (3) of the Internal Revenue Code of 1954 as amended and any corresponding provisions which may succeed such section; all revenues and other funds received or generated by the corporation shall be used and devoted solely in accord therewith. The corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under such Section.
Article III: Officers
The officers of the corporation shall be the President, Vice President, Treasurer, and Clerk. They shall be members of the Board of Directors and shall be elected by a majority of the Board of Directors at the corporation’s annual meeting. They shall hold office until the next annual meeting or until their replacement has been duly elected.
Article IV: Duties of Officers
The President: shall preside at all meetings of the Board of Directors. The President may call special meetings of the Board of Directors whenever it is deemed necessary and must do so upon the written request of one-third (1/3) of the current membership of the Board of Directors.
The Vice President: shall serve in the absence of the President and shall perform all duties of the President in circumstances where the President is not available. The Vice President shall succeed to the position of President if that office becomes vacant under any circumstances and shall serve in that capacity until the next annual meeting of the corporation, or for such additional period until a successor is elected.
It is the intent of these by-laws that the Vice-President shall be intimately familiar with the duties, performance, and undertakings of the President from time to time, such that he or she could assume the President’s role at any time and so that the burdens on the President’s time shall be substantially shared with the Vice-President. Therefore, the President and Vice President shall work closely at all times with one another, and shall actively consult and share duties with one another, to achieve this level of preparedness and work distribution.
The Treasurer: shall collect all fees and assessments voted by the Board, see to the preparation and filing of all tax and administrative forms required by any governmental authority, shall keep records of all financial transactions and make all disbursements as directed by the Board of Directors. The Treasurer shall make interim reports at regular or special meetings of the Board of Directors and shall make a full report at the Annual Meeting.
The Clerk: shall keep accurate and complete minutes of all meetings of the Board of Directors, shall call meetings at the direction of the President, attend to all correspondence and such other duties as pertain to the office. In the absence of the President and Vice President, the Clerk shall preside at meetings of the Board of Directors and shall appoint a temporary Clerk in such event.
No officer shall serve in more than one officer position at the same time.
Article V: Executive Director
The corporation may employ from time to time an Executive Director upon such terms and compensation as the Board may, by a two-thirds vote of its membership, determine. The Executive Director shall be an employee of the Corporation and shall not serve as an officer or member of the Board while serving as Executive Director.
The primary role of the Executive Director shall be to assist all Officers, Board Members, and all Committees in the performance of their respective duties and to fully and completely educate all Board members with the duties, undertakings, and of details of the role of the Board President. The Executive Director shall also perform such duties as directed by the Board and shall provide a full report of activities to the Board at each of its meetings. However, the Executive Director shall have no authority to bind the Corporation to any contract or course of action unless expressly authorized in advance by the Board.
Article VI: Board of Directors
There shall be a maximum of fifteen (15) members of the Board of Directors of the corporation (sometimes referred to as the “Board”) who shall have sole voting rights with respect to the management and control of the corporation, and the election of officers of the corporation.
A. Executive Committee
The duties of the Board of Directors may be delegated to an Executive Committee (“EC”) of the Board which shall consist of five (5) members. The membership shall include the President. Membership shall also include such other board members who shall be nominated by the nominating committee and voted to such position by the full board membership. Appointment to the EC shall be made annually and members shall serve until re-appointed or until their successors are chosen.
The Executive Committee shall have the power to act for the corporation in all matters to the extent allowed by the general laws of the Commonwealth of Massachusetts, except with respect to contract matters. With respect to contract matters, the EC shall first declare by majority vote that an emergency exists which warrants immediate action being taken by the EC. Secondly, the EC may only bind the corporation to a contract of not more than a twelve month term with a financial impact to the corporation of not more than $10,000 for that term.
Any action taken shall be reported to the full board of directors not later than the next meeting of the full board.
B. Tenure of the Board of Directors
The Board membership shall be allocated into three (3) equal or near-equal groups, initially designated as Group A, Group B, and Group C. The initial term of service for Group A shall be one year, for Group B, two years, and for Group C, three years. Thereafter, the term of service for each group shall be three years.
Each group will stand for election and shall serve until the Annual Meeting of the year in which their term expires or for such additional period until a successor is elected and qualified.
No person who is related by blood to the first degree of kindred or marriage to a current member of the Board shall serve on the Board of Directors without the prior consent of three-quarters of the Board membership.
C. Nomination Process
Prior to the Annual Meeting, the Nominating Committee shall submit to the then-current Board of Directors in writing at least fourteen (14) days in advance the names of persons for election to the Board of Directors and Executive Committee positions, designating the term for which each nominee shall stand for election. The Nominating Committee shall not submit more than one name for each position to be filled.
Any member of the Board of Directors may make additional nominations at the Annual Meeting and if such nomination shall receive at least one second, the name of the additional nominee/s shall be added to the ballot.
The election for members of the Board of Directors and the Executive Committee shall take place at the Annual Meeting. An election to fill vacancies that have occurred during a term of office shall be held in accordance with a vote and per the direction of a majority of Board of Directors then in office.
The then-current Board of Directors shall cast votes, with a maximum of one vote for each nominee, with the maximum number of votes being cast by each Director equal to the number of Board positions to be filled for each term in that election. For example, if there are five (5) positions open for a three-year term, each Director shall be entitled to vote (not more than once) for not more than five (5) candidates. Candidates receiving the largest number of votes for the designated position shall be elected to that position.
Any member of the Board of Directors may be removed with or without cause by a two-thirds vote of the remaining Board of Directors provided that the Director facing removal has been given at least fourteen (14) days prior written notification of the impending vote. The notice shall commence upon the mailing of the notice by email to the last email address provided to the Clerk or by any form of mail or delivery wherein a signature upon receipt is provided for, and such notice shall be effective regardless of whether such signature is actually obtained.
F. Term Limits
A member of the Board of Directors may serve a maximum number of three, three-year consecutive terms. At the completion of such term, the individual shall not serve on the Board of Directors until at least one year has elapsed from the date of his or her last service on the Board. It is noted by way of explanation that the term limit shall not apply to Directors serving in groups “A” or “B” identified in paragraph VI (B) above until those Directors have first served three full three-year terms.
G. Advisory Board
The Nominating Committee shall from time to time nominate members of an advisory board who, upon a majority vote of the Board of Directors, shall serve for a period of one year or until the next Annual Meeting of the Corporation, whichever comes first. There will be no limit on the number of consecutive years that such person may serve on the Advisory Committee.
The Advisory Board shall consist of such persons who wish to actively contribute to and support the activities of Sail Cape Cod, Inc. The preferred membership of the Advisory Board shall be former members of the Board of Directors who wish to remain active but whose available time and other commitments limit their ability to do so. As well, the Advisory Board shall consist of those who wish to learn about and actively support the Corporation’s activities and committees.
Subject to the pleasure of the Board of Directors, Advisory Board members may attend and participate in Board and committee meetings. However, they shall have no vote in any of the Corporation’s affairs nor shall their position entitle them to any perquisites of the Board.
Article VII: Committees
Committees shall be Standing Committees and Special Committees.
Standing and Special Committees shall be nominated by the President and approved by a majority of the Board of Directors not later than the next meeting of the Board of Directors. The Chairperson of each such committee shall be a member of the Board; other members need not be members of the Board. All committee members shall be appointed for a period of not more than one (1) year and their appointment shall terminate in any event with the first annual meeting following appointment.
Except with respect to the Audit Committee which shall have the independent authority to act in accordance with its duties as set out below, such other committees shall act in an advisory capacity only to the Board of Directors and shall have no power or authority to bind either Sail Cape Cod, Inc. or the Board of Directors to any contract or course of action without the express, prior authorization of the Board of Directors.
Standing Committees shall include the following: Development and Fundraising, Education, Challenged and Adaptive, Operations, Insurance, Audit, Budget, and Marketing and Public Relations.
Article VIII: Duties of the Committees
Development and Fundraising:
This committee shall plan and take charge of all matters related to financial advancement of the corporation’s efforts including donor relations, grants, and special events.
This committee shall oversee all aspects of training both staff and students, coordinating fully with the Challenged and Adaptive Committee as necessary, including program design, obtaining of special instructor certifications, selection of instructors, and interface with schools and other organizations which have interest in Sail Cape Cod’s programs.
Challenged and Adaptive:
This committee shall coordinate all matters dealing with outreach to this community. It shall have primary responsibility for the training and certifications of staff, students, and others interested in these efforts. It shall develop programs, schedules, and coordination of all services and equipment necessary to support these efforts.
This committee will coordinate, secure, and oversee the physical assets necessary to support the programs of Sail Cape Cod, including procurement, maintenance, and storage of such assets.
This committee shall research and consult with the corporation’s insurance advisors to provide the appropriate insurance coverage for the Board of Directors, officers, employees, and volunteers of the corporation.
The Audit Committee shall select an independent auditor from time to time who shall be experienced in the audit process. Where possible, the auditor shall hold a valid C.P.A. license from the Commonwealth. The Committee shall direct that an audit of the Corporation’s books and records shall take place on such terms, conditions, and frequency as the Committee shall determine from time to time. The Committee shall also develop and recommend such procedures, practices, and financial controls as it deems appropriate for the Corporation’s financial well-being and these shall become effective immediately upon a majority vote of the Board of Directors.
The Committee shall prepare and present an annual budget at the Annual Meeting and such ad hoc budgets necessary to support other proposed activities not previously analyzed. To the maximum extent feasible, each committee shall adhere to the budget that shall first be approved at the Annual Meeting by a majority of the Board of Directors.
Marketing and Public Relations:
This committee shall be responsible for developing, reviewing, and implementing an annual and multi-year marketing program in accordance with the direction provided by the Board of Directors. This committee will also have the responsibility for all media contacts, publication of notices and race results, and generation of public interest in and reports of the corporation’s activities. It shall oversee management of the corporation’s website, internet presence, and electronic communications.
Article IX: Financial Matters
The President shall have the authority to bind the Corporation to any contract to a maximum value of $2,500 without first obtaining the authority of the Board of Directors. All other contracts shall first be approved by the Board.
All checks written on behalf of the Corporation having a value of more than $1,000.00 shall require two signatures. Authorized signatories shall any be any two of the Officers.
It is the intent of these by-laws that all services and functions of the Corporation shall be performed by volunteers who shall not be compensated for their services. Nevertheless, it is acknowledged that certain duties may require an inordinate commitment of time and effort such that modest compensation intended to replace income lost because of such performance is appropriate. Therefore, it is the policy of this corporation that, upon prior annual authorization by the Board, compensation may be paid to a Board member for their services to a maximum amount of $5,000 in any one twelve-month period. No person receiving annual compensation in excess of that amount from the corporation shall serve on the Board during the year in which such excess compensation is received or anticipated to be paid.
Article X: Meetings
The Annual Meeting of the Board of Directors shall be held during the month of October at a site and time to be determined by the President. Meetings may be held within or outside of the Commonwealth.
The then-current edition of Roberts Rules of Order shall govern procedure at all meetings. However, in the event of a conflict between these by-laws and Roberts Rules, these by-laws shall prevail.
Notice of the Annual, regular, or special meeting of the Board of Directors shall be sent in writing to each member of the Board of Directors at least seven (7) days before such meeting.
Unless otherwise specifically provided herein, any notice required to be provided herein shall be deemed sent if forwarded to each Director at the street and/or e-mail address as recorded by the Clerk of the Corporation in a book maintained for this purpose. Each Director shall have the responsibility of notifying the Clerk in writing with any change of street or email address and until such change has been delivered to the Clerk, the Clerk may rely on such addresses are currently exist on the books of the corporation.
Article XI: Quorum, Voting, Proxies, & Actions Without a Meeting
Unless the Articles of Organization otherwise require, a quorum for the transaction of business shall consist of a majority of the Board entitled to vote. Directors appearing in person, via electronic means, or by proxy shall be counted towards a quorum.
Each member shall be entitled to one vote and Directors may vote in person or by written proxy. No proxy dated more than six months before the meeting described in the proxy shall be valid, and no proxy shall be valid after the final adjournment of such meeting. Proxies shall be filed with the Clerk before being voted upon at any meeting or any adjournment thereof. A proxy shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.
To the extent allowed by law from time to time, members of the Board of Directors may participate in any regular or special meeting thereof by means of a conference telephone call or similar communications method provided that all persons participating in the meeting can hear one another simultaneously. Any member of the Board of Directors participating in this manner shall be counted towards the quorum of such a meeting.
Any action by the Directors may be taken without a meeting if all members entitled to vote on the matter consent to the action by a writing filed with the Clerk. Such consent shall be treated for all purposes as a vote at a meeting.
Article XII: Amendment of By-laws
These by-laws may be amended by affirmative vote of two-thirds of the Board of Directors then holding office.
No proposed amendment to these by-laws shall be acted upon unless it shall have been presented in writing to the Clerk, signed by at least four (4) Directors, and notice providing a summary of the proposed change shall have been sent at least fourteen (14) days in advance to each Director designating a time and place for such a meeting.
Article XIII: Fiscal Year of the Corporation
The fiscal year of the Corporation shall be the calendar year.
Commonwealth of Massachusetts
Barnstable, ss February 7, 2012