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The PSCA By-Laws - Pickwick Sailing and Cruising Association

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The PSCA By-Laws - Pickwick Sailing and Cruising Association Powered By Docstoc
					   Pickwick Sailing & Cruising Association
      BY-LAWS OF THE PICKWICK SAILING & CRUISING ASSOCIATION



ARTICLE I – IDENTITY

Section 1 - NAME AND PURPOSE

The name of this organization shall be the "Pickwick Sailing & Cruising
Association." The Pickwick Sailing & Cruising Association (PSCA) is founded
and organized to serve and promote recreational boating in the Pickwick Lake
area. PSCA conducts sailboat races and sponsors cruising activities for
sailboats and powerboats alike, with the intent of fostering sportsmanship
and camaraderie among all of its members. PSCA is a Tennessee, not for
profit, mutual benefit corporation. Essentially made up of offshore sailboat
and powerboat owners, PSCA is tied to Pickwick Lake, but its activities take
place wherever the club's needs are met. The PSCA racing seasons take place
in spring and fall, with breaks in summer and winter, while PSCA cruising
activities include the summer as well as the spring and fall seasons. PSCA
places primary emphasis on people and boating, and not on property ownership
or heavy responsibilities. PSCA is to be a focal point at Pickwick Lake for
people who delight in sailboat racing and cruising activities. PSCA is
committed to always remain affordable and fair. Recognizing that there are
more costs associated with sailboat racing than with cruising activities, the
PSCA annual membership fee for racing sailors is adjusted so that the boater
dedicated to cruising only should never be unfairly burdened by the
additional costs of sailboat racing activities. PSCA is committed first and
foremost to the boating enjoyment of all of its members, but also places
significant emphasis on maintaining a high level of credibility, fair
officiating, and organized rules of engagement for sailboat racing.
Therefore, PSCA strives to govern all racing in accordance with the
International Yacht Racing Rules and the prescriptions of the United States
Sailing Association. Enjoyment is maximized when fair play and good
sportsmanship are held in high regard, and consistently implemented.

Section 2 – FLAG

The Association shall have a burgee, the design of which shall be approved by
the members.


ARTICLE II- MEMBERSHIP

Section 1 - PRIVILEGES AND DUTIES OF REGULAR MEMBERS

PSCA is a boating association and its members are required to own a sailboat,
a powerboat, or both.
Any PSCA Member may attend and participate in all official and social PSCA
functions. The immediate family members of the individual PSCA Member are
entitled to attend and participate in all official and social functions
sponsored by PSCA. However, only the individual in whose name the Membership
is held is entitled to voting privileges, and this individual is entitled to
enter only one boat in the spring and fall series races whose final race
standings are eligible to be recorded in the Association Racing Record. If a
second family member wishes to enter a second boat with full official PSCA
recognition and participation, that person must also hold a separate
individual membership.

REGULAR members are entitled to:

Vote on all matters of official PSCA business.
Have their placement in PSCA races and regattas recorded in the PSCA Racing
Record.
Receive trophies or ribbons for appropriate performance in PSCA races and
regattas.
Fly the PSCA burgee from their masthead or starboard shroud.
Display the name "Pickwick Sailing & Cruising Association", or "PSCA" on the
transom of their boat in a fitting manner.
Participate in all social events.

Section 2 – PRIVILEGES AND DUTIES OF ASSOCIATE MEMBERS

Associate Membership is open to anyone interested in participating in PSCA
activities but is not a boat owner. A Regular Member must sponsor
individuals for Associate Membership. Any Associate Member may attend and
participate in all official and social PSCA functions. The immediate family
members of the Associate Members are also entitled to attend and participate
in all official and social functions sponsored by PSCA. Associate Members
are not voting members of PSCA.

Associate members are entitled to:

Participate in all social events.
Receive PSCA newsletters and emails.
Have their contact information included in PSCA Roster.

Section 3 – DUES

The dues for Membership in the Association and other fees shall be
recommended by the PSCA Officers and approved by a majority vote of the
membership at either the annual meeting or other called meeting as prescribed
in Article V.

The PSCA Officers shall have full authority over all matters connected with
the billing and payment of annual dues and other charges and the posting of
members for delinquency, and action consequent thereon.

No Member may compete in the PSCA-sponsored Spring or fall series races until
his dues are paid and his boat is registered.

Dues may be paid in half, effective for the remaining portion of the year, if
a new Member joins between the spring and Fall Racing Series.


Section 4 - INDUCTION OF NEW MEMBERS

Part of the essence of the PSCA is openness to new members. Exclusivity is
strongly discouraged by the PSCA. All new applicants will be granted
membership upon paying of membership dues, unless there is a reasonably
justified objection by existing PSCA Member(s) which is heard and agreed to
by a majority of the PSCA Officers.


Section 5 - GUESTS AND RACE PARTICIPATION

Although races conducted by PSCA are open to all sailors sailing offshore
boats (who may arrive and participate completely unannounced), such guests
are required to abide by all of the pertaining rules and regulations of
racing as prescribed by the Race Committee and the Sailing Instructions. Such
guests are NOT eligible to have their finish standings recorded in the PSCA
Racing Record, or to receive any trophy or other official recognition for
their performance in the race. These privileges are reserved for PSCA Members
only.

Special guest privileges will be extended to visiting yachtsmen who are
members of other Yacht Clubs or Sailing Associations who have properly
registered for PSCA hosted regattas. Such guests are entitled to full
recognition for placement and trophies as is otherwise reserved for PSCA
Members.



ARTICLE III – OFFICERS

Section 1 – OFFICERS

The Officers of PSCA shall be a Commodore, Vice-Commodore, Secretary,
Treasurer, Racing Fleet Captain, and Cruising Fleet Captain. The Offices of
Secretary and Treasurer may be held by the same person. The officers shall be
Members in good standing. Officers shall be elected at the Annual Meeting by
a show of hands. An electoral quorum for this purpose shall be six PSCA
Members. The terms of office for PSCA officers shall be one year, beginning
February 1 of each year.

Section 2 – VACANCIES

Any vacancy among PSCA Officers shall be filled for its unexpired term by
having the other PSCA Officers remaining in office appoint a qualified
replacement from among the Members of the PSCA.

Section 3 – BOARD

The Officers of the Association constitute the Board. The Officers shall meet
as regularly as necessary to carry out the purposes of the Association.

ARTICLE IV - OFFICERS' DUTIES

Section 1 – COMMODORE

The Commodore shall preside at all meetings of the Association and shall
perform all other duties required of him by these By-Laws. The Commodore is
responsible for making appointments to the various Committees and individual
assignments as appropriate. The Commodore shall be ex-officio a member of all
committees. The Commodore shall use proper discretion in making decisions
when it is not practical to consult with the PSCA Membership.
Section 2 - VICE-COMMODORE

The Vice-Commodore serves as an assistant to the Commodore in all of his
duties. He/she serves as acting Commodore when the Commodore cannot be
present.

Section 3 – SECRETARY

The Secretary shall serve as clerk of the organization and shall:
Give notice of the meetings of the members in accordance with Article II and
shall keep the records of membership enrollment.
Keep the minutes of PSCA meetings.
Maintain boat listings.
Handle all general correspondence.
Perform all other duties especially required of such Officer by law and these
By-Laws.

In the absence of the Commodore and Vice-Commodore at any legal meeting of
the members, he shall call the meeting to order and preside. He shall have
the custody of agreements and evidence of property belonging to the PSCA and
all other business papers.
He shall file all necessary reports with the Tennessee Secretary of State.

Section 4 - TREASURER

The Treasurer shall have general supervision of the financial affairs of
PSCA. He shall collect all monies payable to PSCA and pay all bills
contracted by PSCA. All bills and expenses so paid shall, as required by the
Treasurer, be certified as correct by any committee which has contracted for
any such expense by virtue of an appropriation of membership.

The Treasurer shall keep or cause to be kept a regular set of books
containing the accounts of PSCA showing all monies received and disbursed.
The Treasurer shall keep a separate account of PSCA, and shall deposit in the
name of the Association in such bank or banks, all monies of the Association,
which shall not be drawn out except for the use of the Association. The
books and accounts of the Association shall be open at all times to PSCA
Officers. The Treasurer shall prepare an annual income and expense statement
for the membership at such times as requested by the Board, but at least
annually for the Annual Meeting.

The Treasurer shall review all insurance of the Association at least annually
and shall inform the Officers of the coverage and recommend changes for
adequate protection.

Section 5 - RACING FLEET CAPTAIN

The Racing Fleet Captain is responsible for all of the racing activities of
the PSCA. He/she shall direct the activities of the Race Committee and
coordinate with the Cruising Fleet Captain to insure that all Association
activities are scheduled in a reasonable and non-conflicting manner.

Section 6 - CRUISING FLEET CAPTAIN

The Cruising Fleet Captain is responsible for all of the cruising activities
of the PSCA. He/she shall direct the activities of the Cruising Committee and
coordinate with the Racing Fleet Captain to insure that all Association
activities are scheduled in a reasonable and non-conflicting manner.

ARTICLE V - MEETINGS

Section 1 - ANNUAL MEETING

The Association shall have an Annual Meeting in the winter of each year at a
time and place selected by the Board. The membership shall be notified by
both the Secretary and by website posting. A quorum for the Annual Meeting
shall consist of six members. PSCA Officers for the following year shall be
elected at the Annual Meeting.

Section 2 - SPECIAL MEETINGS

Special meetings of the PSCA shall be called by the Secretary at the
discretion of the Commodore, or by five PSCA Members. Any business within the
power of the PSCA other than election of officers may be transacted at the
Annual Meeting.

At a Special Meeting, a quorum shall consist of six members. No other
business shall be transacted at a Special Meeting other than that specified
in the notice of the same. A notice stating generally the purpose of any
meeting of the Association shall be sent to each member.

Upon questions directly affecting Racing Rules and the governance of races
and regattas, only Members in whose names boats have been registered with the
Secretary at least two weeks before any meeting called for these purposes
shall vote.

ARTICLE VI - INDEMNIFICATION

To the extent permitted by applicable law now or hereafter in effect, any
person who was or is a party, or is threatened to be made a party, to any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was at any time
an Officer of PSCA, shall be indemnified by PSCA for judgments, fines,
amounts paid in settlement and reasonable expenses, including attorney's
fees, actually and necessarily incurred in connection with or as a result of
such action, suit or proceeding. Indemnification hereunder shall continue as
to a person who has ceased to be an Officer of PSCA and shall inure to the
benefit of the heirs, executors and administrators of such a person.

ARTICLE VII - DISSOLUTION

Upon a dissolution of the Association, all assets of the Association, after
payment of all creditors, shall be distributed to the members.

ARTICLE VIII - MODIFICATION OF BY-LAWS

No section of these By-Laws shall be amended, except at the Annual Meeting or
at a special meeting duly called for the purpose. Any such amendment shall
require a vote of two-thirds of the membership to pass. No motion to change
the By-Laws shall be made or voted upon unless notice of the intent of the
proposed change is contained in the notice for the meeting in which the vote
occurs. Such notice is to be sent to all Members and posted on the PSCA
website at least two (2) weeks prior to such meeting.

				
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