Revised and approved by the Membership – February 27, 1996

ARTICLE I- Name

The name of this corporation shall be the Barton Boat Club, hereinafter referred to in this document as the Club.

ARTICLE II – Purpose

The purpose of the Club shall be to foster, encourage and perpetuate an interest in and an environment favorable to competitive and non-competitive sailing of small boats.

ARTICLE III – Incorporation

Barton Boat Club shall be incorporated in the State of Michigan under Section 911, Act 162, Public Acts of 1982 for the purpose of sport sailing on Barton Pond.  The Resident Agent shall be a voting or honorary member of the Club and shall be responsible for maintaining incorporation.

ARTICLE IV – Burgee

The Club Burgee shall be a triangular red pennant with the letters BBC in geometric form of white spanning the width of the pennant.  The letter B shall abut the staff and the C shall reach across the width of the pennant from top to bottom.

ARTICLE V – Official Publication

The official publication of the Club shall be known at the Barton Burgee.

ARTICLE VI – Membership

Section I – Eligibility
Any individual who is the sole or co-owner of a sailboat or who has sailing privileges in a sailboat kept at the Club (refer to Designated Classes Article VIII, Section 2) is eligible to be recommended for membership.  Barton Village residents shall automatically be entitled to membership in the Club without further qualifications, other than the ownership of a small sailboat or canoe.  Barton Hills resident members shall not be required to race.

Section 2 – Categories of Membership
The membership shall be limited to 50 Voting Members, 15 Associate Members, 15 Proxy Members, and 15 Honorary members which cannot be increased without specific approval of the Barton Hills Maintenance Corporation.
(A)  Voting Members
Voting members are those members who own a sailboat and have fulfilled the eligibility requirements, Application for Membership, and Proxy year requirements.  Proxy members may apply for Voting Member status provided the current number of Voting Members does not exceed 50.  When the automatic membership option of a Barton Hills Village resident is exercised, the Voting Membership total may exceed 50 until the number is reduced to 50 by normal attrition. Voting Members agree to pay all dues and fees as determined by the Board.  Voting members may vote and hold office in the Club.  Although the entire family is entitled to privileges of the Club, only the listed official member has voting rights.
(B) Associate Members
 Associate members are those members who are co-owners of a sailboat or who have sailing privileges in a sailboat kept at the Club.  Associate members must have fulfilled the Eligibility requirements, Application of Membership, and Proxy year requirements.  Associate Members agree to pay all dues and fees as determined by the Board.  Associate members are eligible to vote and hold office.
(C) Proxy Members
 Proxy members are those members engaged in complying with the requirements for Voting or Associate member status.  Proxy members must have fulfilled the Eligibility requirements and Application for Membership.  To advance to Voting or Associate member status or to retain their place on the Proxy seniority list, Proxy members must have demonstrated their interest in becoming active members of the Club by sailing 15 races during a season, exercising good sportsmanship and involving themselves in the activities of the Club.  Proxy members agree to pay all dues and fees as determined by Proxy members by the Board including the payment of a one-time Initiation Fee.  Proxy members may advance to Voting or Associate membership upon a vote of the Board.
(D) Honorary Members
 Honorary members may be designated from time to time by action of the Board of Directors.  Voting or Associate members, who have been active for many years and who desire to continue their involvement in the life of the Club but who no longer wish, or are able, to race, may request Honorary status by written application to the Secretary.  Honorary members have all the privileges of membership and are encouraged, but not required, to participate on the race committee and workdays.  Honorary members may hold office and vote.  Honorary members are responsible for paying Club maintenance, insurance and special assessment fees determined by Honorary members by the Board of Directors but not the membership fees.

Section 3 – Application for Membership
(A) An applicant for membership shall be sponsored by a member of the Club in good standing.
(B) The sponsor shall send a written nomination to the Secretary.  The written nomination shall contain the following:
 1. Name, address and phone number of the applicant.
2. Qualifications of the applicant including occupation, probable length of membership, type of boat as well as other pertinent information.
(C) The applicant shall be the owner or co-owner of a sailboat or having sailing privileges in a sailboat kept at the Club belonging to one of the classes listed in Article VIII, Section 2.
(D) The Board will meet as required to act on membership recommendations of the Secretary.
(E) The Secretary shall notify the applicant of the action of the Board
(F) The sponsor shall be responsible for introducing the prospective member to the rest of the Club.

Section 4  - Inactivity of Members
If a member fails to participate sufficiently in sailing and/or other Club activities over an extended period, the Board can declare said member Inactive and drop him/her from the membership.  The Board can rescind this status if the member so desires and shows an interest and there is space in the Club.  If the Inactive member is reinstated, s/he shall not be responsible for paying the initiation fee.

Section 5 – Special Electives of Membership
(A) Sabbatical elective
 Any Voting, Proxy, Associate or Honorary member, who will be residing outside the area due to job sabbatical or who for health reasons may not be able to participate at the Club, may formally request Sabbatical status through written application to the Club Secretary.  Sabbatical status is subject to annual Board approval and may not be renewed if there is a membership waiting list.  Normal financial obligations of membership will be suspended except for payment of the required per capita assessment fee due Barton Hills Maintenance Corporation and semi-annual boat storage fees if a boat is being stored.  An initiation fee will not be charged when the member resumes active status.

(B) Student elective
 To encourage and accommodate student members of the Club, any Proxy member, who is a full time student, may formally request Student status through written application to the Club Secretary.  Student status is subject to annual Board approval.  Those exercising student status will be responsible for the payment of maintenance and insurance fees and half of the membership fee.  Initiation fees are postponed until such time as the student graduates.  Student status members are afforded all the privileges and responsibilities of membership.
 

ARTICLE VII – Responsibilities of Members

Section 1 -  All members must take their turn in serving on the Race Committee.

Section 2 - All members are expected to participate on clean-up, put-in and haul-out days.

Section 3 - All members are responsible for the neat appearance of the clubhouse and the grounds and for adequate maintenance of the equipment used in common.

Section 4 - The last member to leave the grounds each day shall be certain the clubhouse and gates are locked and all equipment is put away or secured.

Section 5 - Members shall remove trailers from the grounds to deter thieves from taking boats and trailers.

Section 6 - Hulls may be kept on the boathouse grounds as long as work is actively being done on them.  When it appears that these have been abandoned or that active work is not in progress such hulls will be placed in the boathouse in the summertime or along the far site of the parking lot after haul-out day.

Section 7 - Each member is responsible for purchasing and maintaining insurance on their own boats and personal property kept at the Club.  The Club is not responsible for boats or personal property.

Section 8 - Good sportsmanship, respect, and consideration for one another is expected of all members.  Poor sportsmanship can be cause for loss of membership.

Section 9 - Sailing activities are the reason for the club’s existence.  On race, regatta and workdays members are expected to refrain from fishing & swimming from the dock and to leave their dogs at home.

Section 10 - At all times members are expected to tend their children or arrange for a sitter.

Section 11 - The Club grounds and house are rented from the Barton Hills Maintenance Corporation.  To maintain our friendly relations, members are expected to observe the “no wake” speed when running the committee boat; refrain from blowing the airhorn except for starting races; leave the grounds by 11 p.m.; park only on Club property; keep guests to a small number; and picnic only as an adjunct to sailing.

Section 12 - The use of Club facilities by members for purposes other than sailing shall be regulated by the Board of Directors by such general rules as they may deem necessary.  Such use requires the approval if the Commodore or Vice-Commodore if the Commodore is unavailable.

Section 13 - The Board has the right and authority to suspend any and all membership privileges for whatever time the Board considers appropriate without refund of any monies if the standard in Article VII, Section 8 is violated.

ARTICLE VIII – Classes of Boats

Section 1 – Ownership of Boats in Designated Classes
Members of the Club (other than Barton Hills Village residents) shall own or have sailing privileges in a sailboat belonging to one of the Club’s One-Design classes as designated in Section 2.  The Board must approve any exceptions.

Section 2 – Designated Classes
The Classes of One-Design boats in the Club shall be Snipes and Lasers.

Section 3 – Motor Boats
No person shall be permitted to use the facilities of the Club even temporarily for the mooring or storage of any motor boat; nor shall any member who operates or permits the operation of a motor boat on Barton Pond be permitted to use the facilities of the Club for mooring or storage of any boat, motor driven or otherwise.  The exception to this shall be the operation of Club-owned official powerboats.

ARTICLE IX – Dry Sailors and Boat Storage

Section 1 – Seniority
The Secretary shall maintain a list of Club members arranged by the date of admission to the Club.

Section 2 – Dry Sailor Assignments
Dry sailor locations will be assigned each Spring by the Building and Grounds Chair with the approval of the Board.  Active dry sailor assignments shall remain unchanged from year to year insofar as possible; however, as dry sailor locations become available, they may be assigned to current members on the basis of seniority with Barton Hills resident members taking priority.  Dry sailors and boats that are inactive for an extended period may be reassigned.

Section 3 – Dry Sailor Design and Construction
New dry sailors shall be designed to safely store and launch a boat without being overly heavy or large.  The Building and Grounds Chair must approve new dry sailor design plans.

Section 4 – Boat Storage
Sailboat storage in the boathouse will be assigned each Fall by the Building and Grounds Chair with the approval of the Board.  All such storage assignments will be made on the basis of the Seniority List and require the payment of a separate fee.

ARTICLE X – Racing Rules

Section 1 – Racing Rules
Rules shall be printed in the Club Directory each year.  The Board of Directors may make changes to the rules.

ARTICLE XI – Annual Dues

Section 1 – Annual Dues
The annual dues shall be sufficient to provide for all activities of the Club as well as proper maintenance and improvement of its property including a reserve for future or unforeseen needs.  Annual dues shall include any special assessments as judged necessary by the Board of Directors.

Section 2 – Establishment of Dues Amount
The Board of Directors shall establish annual dues for the current calendar year by March 1 and shall bill the membership thereafter.  Such dues shall be paid not later than May 1 of each year.

Section 3 – Initiation Fee
There shall be an initiation fee for all new Proxy members and for members who previously exercised the Student Status elective but who are no longer full-time students.  The Board of Directors shall determine the amount of the initiation fee.

Section 4 – Members in Default
A late fee of 10% of the amount owed shall automatically be levied for dues not paid by May 1.  The Treasurer shall report to the Board of Directors any member in default of their dues payment on May 31.  Non-paying dues members may thereafter be terminated by a majority vote of the Board of Directors.

Section 5 – Rights Forfeited
All persons in default of dues payments shall forfeit their rights in the Club and use of Club facilities.

Section 6 – Persons Included Under Membership
At the time of payment of dues the member shall designate those persons living at the same address to be included in the membership for the current calendar year and shall indicate on the form provided for this purpose those of his/her children or young relatives eligible for participation in the Junior Sailing Program.

Section 7 – Non-refundable
Dues shall not be refunded under any circumstances.

Section 8 – Members Joining After August 1
New Proxy members joining the Club after August 1 shall be responsible for paying the initiation fee and half the annual Club dues plus such other fees as shall be applicable.

ARTICLE XII – Lease Agreement With Barton Hills Maintenance Corporation

Section 1 – Lease Agreement
The Club is bound by the terms of the Lease Agreement with Barton Hills Maintenance Corporation.

Section 2 – Annual Rent
The annuals lease rental shall be paid to Barton Hills Maintenance Corporation on or before May 31 and shall be computed on the maximum number of members of the Club for the preceding calendar year.   The amount owed per member (resident or non-resident excluding Honorary members) shall be as set forth in the Lease agreement.  The rental payment shall include reimbursement to Barton Hills Maintenance Corporation for the premiums paid on insurance policies covering the premises against loss by fire or other casualty and for owner’s, Landlord’s and Tenant’s liability insurance at limits mutually agreed upon.

Section 3 – Improvement Fund
The Club shall pay into an Improvement Fund an annual amount per member, whether resident in Barton Hills or non-resident, excluding Honorary Members.  The annual amount per member shall be at least the minimum as stipulated in the Barton Hills Lease Agreement.  This Improvement Fund shall be used exclusively for the improvement and maintenance of the premises as required by Barton Hills Management Corporation.  A report documenting the performance of this covenant shall accompany the rent check when presented annually, showing the amount paid into the Improvement Fund for the preceding year and the application thereof.  Any amount not expended in any year will be carried forward in a separate account and not mingled with the other funds.

ARTICLE XIII – Board of Directors and Officers

Section 1 – Number and Term
A Board of Directors consisting of twelve (12) or more members comprised of the Officers, Social Chair, Building and Grounds Chair, Burgee Editor, Junior Sailing Chair, Sailing Instruction Chair, the Snipe Fleet Captain, and the Laser Fleet Captain shall manage the Club.  The term of office shall be for one year.  Officers and Board Members can be re-elected.

Section 2 – Officers
The officers of the Club shall be a Commodore, a Vice-Commodore, a Secretary, a Treasurer and the Recent Past-commodore.  The Barton Hills Maintenance Corporation representative may serve in any of these capacities.  If none of the officer positions are filled by a Barton Hills resident, a sixth officer position shall be added for that purpose.  Officers shall assume their duties at the conclusion of the Annual Meeting.

Section 3 – Nomination
The Nominating Committee shall present a slate, consisting of one candidate for each Board and Officer position for election to the Board by the genera membership, at the Annual Meeting. The Nominating Committee shall be appointed by the Commodore and shall consist of the Vice Commodore, who shall serve as Chair of the Nominating Committee, along with one Board member and one member-at-large.

Section 4 – Responsibilities
The Board of Directors shall have general charge to administer the affairs and property of the Club in accordance with its objectives.

Section 5 – Vacancies
Vacancies on the Board of Director shall be filled for the un-expired term by appointments made by the Commodore with the approval of the Board.

Section 6 – Meetings
Regular meetings of the Board of Directors shall be held as determined by the Board.  Special meetings of the Board of Directors may be called by the Commodore and must be called by him/her upon written request of three or more Directors with two days notice.  The first meeting of each new Board of Directors shall be held following the Annual Meeting of the Club.

Section 7 – Quorum
Six Directors shall constitute the quorum at any meeting of the Board of Directors.

Section 8 – Voting
A majority vote of the Board members present at a Board of Director’s meeting at which a quorum is present shall be required to carry any matter.

Section 9 – Appeals
Any member may appeal the action of the Board of Directors at a subsequent membership meeting by filing a written notice of such appear, signed by two active members, at least 10 days before the aforesaid meeting.

ARTICLE XIV – Duties of Officers

Section 1 – Duties
The duties of the officers shall be as follows:
(A) Commodore:  The Commodore shall preside at all meetings of the Club and Board of Directors.  S/he shall create committees not otherwise provided for.  S/he shall see that all orders of the Board of Directors are carried into effect.
(B) Vice Commodore:  The Vice Commodore is the Commodore-elect and Chair of the Racing Committee and Chair of the Nominating Committee.  S/he shall perform the duties of the Commodore in the absence or in the event of disability of that officer.
(C) Secretary:  The Secretary shall keep the minutes of the meetings of the Club and the Board of Directors.  S/he shall have custody of the records of the Club except those kept by the Treasurer.
(D) Treasurer:  The Treasurer shall keep the checkbook and financial accounts of the Club and have custody of all financial assets.  As soon as possible after election of the new Board of Directors and officers, the Treasurer shall compile a budget of estimated revenues and expenses for the coming year and submit it to the Board of Directors for approval.  S/he shall collect initiation fees and annual dues and shall maintain all financial records.  S/he shall pay the bills of the Club as authorized by the Board of Directors.  The Treasurer shall sign all checks and orders for payment of money by the Club.  S/he shall prepare and present a financial statement at each Annual Meeting of the Club together with such interim financial statements as may be required by the Board of Directors.

Section 2 – Removal of Officers
Any officer may be suspended from office for misconduct or neglect of duty in office by a majority vote of the Board of Directors.  Notice shall be given in writing stating the cause of such action subject to a 30-day opportunity of a hearing before the Board.

ARTICLE XV – Committees

Section 1 – Standing Committees
Committees of the Board shall be Building and Grounds, Racing, Junior Sailing, Social, Nominating, Sailing Instruction, Snipe Fleet, and Laser Fleet.

Section 2 – Ad Hoc Committees
The Commodore shall appoint temporary or ad hoc Committees as necessary.

ARTICLE XVI – General Membership Meetings

Section 1 – There shall be one regular meeting of the Club each year, the Annual Meeting.  The Annual Meeting shall be held after the close of the sailing season and before the opening of the next sailing season.  At the annual meeting, officers and board members for the coming year shall be elected, sailing and other awards shall be presented and any official business requiring a vote of the full membership shall be transacted.

Section 2 – Special meetings of the Club may be called by the Commodore with the consent of the Board of Directors.

Section 3 – At any meeting the members present shall constitute a quorum providing adequate notice (10 days in advance) has been given.

Section 4 – A majority vote of the members present at any meeting shall be necessary to carry a motion.

Section 5 – In any proceeding in which voting by members is called for, Voting, Associate or Honorary Member (or their designee) shall be entitled to one vote.

ARTICLE XVII – Amendments

Section 1 – Amendments to these By Laws may be proposed in writing to the Board of Directors by any member in good standing.

Section 2 – Adoption of an amendment requires approval of the Board of Directors and final approval by a majority of the membership at the Annual Meeting, providing the membership has been given written notification of the proposal and the meeting 10 days in advance.

ARTICLE XVIII – Director Liability

Section 1 – To the fullest extent permitted under MCLA S450.2209, which is Section 209(c) of the Michigan Nonprofit Corporation Act (the "MNCA"), as the same presently exists or may hereafter be amended, a volunteer director of the Corporation shall not be personally liable to the Corporation or is members for monetary damages for breach of the director’s fiduciary duty.  However, this provision does not eliminate or limit the liability of a director for any of the following:
(a) a breach of the director’s duty of loyalty to the Corporation or its members,
(b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(c) a violation of Section 551(1) of the MNCA;
(d) a transaction from which the director derived an improper personal benefit;
(e) an act or omission occurring before the effective date of this document; or
(f) an act or omission that is grossly negligent.

Section 2 – A volunteer director of the Corporation shall only be personally liable for monetary damages for a breach of fiduciary duty as a director to the Corporation or its members to the extent set forth in Article XVIII, Section 1.

Section 3 – The term “volunteer director” shall have the same definition as set forth in Section 110(2) of the MNCA, as the same presently exists or may hereafter be amended.

Section 4 – Any repeal, amendment or other modification of this Article shall not adversely affect any right or protection of a volunteer director of the Corporation existing at the time of such repeal, amendment or other modification.  If the MNCA is amended, after this Article becomes effective, then the liability of the volunteer directors shall be eliminated or limited to the fullest extend permitted by the MNCA as so amended.

ARTICLE XIX – Liability of Non-Director Volunteer

Section 1 – To the fullest extent permitted under MCLA S450.2209, which is Section 209(c) of the Michigan Nonprofit Corporation Act (the “MNCA”) as the same presently exists or may hereafter be amended, the Corporation assumes the liability for all acts or omissions of a non-director volunteer occurring on or after the effective date of this document if all of the following are met:
(i) The volunteer was acting, or reasonably believed he or she was acting, within the scope of his or her authority;
(ii) The volunteer was acting in good faith;
(iii) The volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct;
(iv) The volunteer’s conduct was not an intentional tort; and
(v) The volunteer’s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in section 3135 of the insurance code of 1965, Act No. 218 of the Public Acts of 1956, being section 500.3135 of the Michigan Compiled Laws.

Section 2 – A claim for monetary damages for a non-director volunteer’s acts or omissions shall not be brought or maintained against a non-director volunteer.  The claim shall be brought and maintained instead against the Corporation, which shall be liable for the non-director volunteer’s acts or omissions.

Section 3 – The term “non-director” shall have the same definition as set forth in Section 108(2) of the MNCA, as the same presently exists or may hereafter be amended.

Section 4 – Any repeal, amendment or other modification of this Article shall not adversely affect any right or protection of a non-director volunteer of the Corporation existing at the time of such repeal, amendment or other modification.  If the MNCA is amended, after this Article becomes effective, then the liability of the non-director volunteers shall be eliminated or limited to the fullest extent permitted by the MNCA as so amended.