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BWYC BYLAWS
(Revised to 1/1/88)
shall have the right to vote in person or by proxy, the number of shares owned by him, for as many persons as there are Governors ^	to	be elected or to cumulate said shares, so as to give one
candidate as many votes as the number of Governors to be elected multiplied by the number of his shares of stock shall equal, or by distributing such votes by the principle among any number of such candidates.
2.	Vote counting shall be accomplished by six (6) members in good standing, appointed by the Commodore with approval of the Board, excluded from vote counting are those who vote proxy votes. Only the six official vote counters and the Commodore shall be present during vote counting. All proxy votes shall be cast prior to other votes being tallied. No nominee shall be appointed to count votes.
3.	The Corporate Secretary shall keep a complete list of stockholders entitled to vote at said election, arranged in alphabetical order. Such list shall be open to the examination of any stockholder
4.	The Board of Governors may direct the secretary to provide for balloting of stockholders for members of the Board of Governors by mail.
ARTICLE VII:	BOARD OF GOVERNORS
1.	The affairs of the Club shall be	managed	by a Board	of
Governors composed of twelve (12) members	elected	by the
stockholders and the Commodore. All members of the Board of Governors must be stockholders. A majority of the Board shall constitute a quorum.
2.	At the annual meeting of December, 1965,	12	members
shall be elected to the Board of Governors; the six receiving the highest number of votes shall be elected for a term expiring the second Saturday of December, 1967; and the six members receiving the next	highest number of votes shall be	elected	for a term
expiring	the second Saturday in December,	1966. In case of ties
it will be decided by lot.
3.	The six members of the Board of Governors whose terms will expire will not be eligible for re-election to the Board until one year has elapsed. A member of the Board of Governors is automatically retired if he misses three successive regular meetings of the Board.
4.	Vacancies on the Board occurring because of death, retirement or resignation of a member shall be filled from the Club membership by a majority vote of the Board. Such election will require a seven (7) day notice in writing prior to the regular Board meeting. Such election shall only be held at a regular Board meeting. A member retired from the Board shall be ineligible to fill the vacancy created by his retirement. The member elected in this manner shall serve the balance of the term of the member whom he replaced.
5.	Upon completion of the tally, the results of the
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BWYC BYLAWS
(Revised to 1/1/88)
election of the Board shall be announced at the annual meeting. The Commodore shall then announce the date and time of the first meeting of the new Board of Governors, which meeting shall be no later than two weeks following the Annual Meeting. At the first meeting of the new Board the Board shall elect by a majority vote, the following to hold office until the next annual meeting, or until their successors have been duly elected:	Commodore,
Vice Commodore, Rear Commodore, Secretary, and Treasurer. These officers may, but need not be, members of the Board of Governors. They may be selected from the membership at large, but each must be a stockholder.
ARTICLE VIII:	DUTIES	OF THE OFFICERS
1.	COMMODORE:	The office of Club Commodore is one of high
prestige, being the chief executive officer of the corporation it is the Commodore’s privilege and duty to delegate the actual working details of the club activities to his various committees. He shall be chairman of the Board of Governors and shall be empowered to vote only to break a tie vote. He shall be subject to any and all directives of the Board of Governors.
2.	VICE COMMODORE:	The Vice Commodore shall assist the
Commodore in his regular duties and shall have the same rights, power, duties and obligations conferred upon the Commodore only in the event that the Commodore’s office is vacant by reason of death, incapacity, resignation, or temporary absence.
3.	REAR COMMODORE:	The Rear Commodore shall assist the
Commodore and Vice Commodore in their regular duties and shall have the same rights, power, duties and obligations conferred upon the Vice Commodore only in the event the Vice Commodore’s office is vacant by reason of death, incapacity, resignation, temporary absence, or assumption of the duties of Commodore. The Rear Commodore shall further be empowered to assume the duties of the Commodore as prescribed in the provisions of the preceding paragraph if he has assumed the duties of Vice Commodore under the provisions of this paragraph.
4.CORPORATE	SECRETARY:	The	Corporate Secretary shall record
all proceedings of the meetings of the stockholders and Governors in a book which shall be the property of the corporation to be kept for that purpose and perform such other duties as shall be assigned to him. In the absence of the Secretary from any meeting a temporary Secretary shall be chosen and shall record the proceedings of such meeting in the aforesaid book.
5.	TREASURER:	The Treasurer shall be responsible for the
overall financial affairs of the corporation including, but not limited to cash and inventory controls, audits, financial reporting, budgeting, borrowing and investments. These duties shall be carried out in accordance with the policies and directives of the Board of Governors, Flag Officers, and the Bylaws of the corporation. He shall have the custody of the funds and valuable papers of the corporation, except his own
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Bay Waveland Yacht Club BWYC-Bylaws-(1)
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