BYLAWS

BYLAWS: HUDSON COVE YACHT CLUB, INC.

Updated May, 2026

ARTICLE I

The name of our organization is “Hudson Cove Yacht Club, Inc.”

ARTICLE II – Purpose

The purpose of this organization is to support yachting and the associated activities that it encompasses for its members, and to encourage good seamanship and fellowship through racing, cruising, social and educational activities, and to act as liaison, as appropriate, between and among its membership, the marina located at 600 Beach Road, West Haverstraw, NY, and other clubs. This Club, incorporated in the State of Delaware, is operated by and for its members.

ARTICLE III – Board of Governors and Elective Officers

Section A – Board of Governors

The Board of Governors shall consist of a minimum of 4 and a maximum of twelve elected members and the last Commodore, not otherwise sitting on the Board, willing to serve. It is the members' intention to preserve continuity. To that end, Board members shall serve for two years, and only half the Board shall be up for re-election in any given year. More than one member of a membership unit may be elected to the Board of Governors.  The number of elected members for the next term may be modified by a unanimous vote of the current board or by a 2/3 majority vote of the membership.

Section B – Officers

The Board of Governors, at its Annual Meeting, shall elect the officers for the ensuing year. The officers and their duties shall be as described below. One person may hold more than one office.

The term of office of each officer shall begin immediately upon adjournment of the Annual Meeting of the Board of Governors and shall terminate upon adjournment of the Annual Meeting of the Board of Governors in the following year.

The Board shall appoint Standing committees as follows: Membership Committee, Nominating Committee, Budget Committee, Audit Committee, and Special Events Committee. The Board may appoint such other ad hoc committees as it deems advisable. Any member is eligible to serve on any committee.

The officers shall be as follows:

  1. Commodore
    The Commodore shall take command of the yacht squadron, shall preside at all meetings of members and of the Board of Governors, shall enforce the rules and regulations of the Club, and shall have and exercise the powers, duties, and functions of the chief executive officer of the Club. The Commodore shall have such powers as may be set forth in these Bylaws and as may be assigned by the Board of Governors. The Commodore shall appoint the chairpersons of special committees subject to the approval of the Board of Governors. The Commodore shall be a member ex officio of all committees with the exception of the Nominating Committee. In the absence of the Treasurer, the Commodore is authorized to disburse funds subject to the same requirements as the Treasurer. The commodore shall designate an Officer or Board Member to maintain an up-to-date listing of Member names, contacts, other relevant data, and status to be used as necessary in the operations of the club.
  1. Vice Commodore
    The Vice Commodore shall assist the Commodore. The Vice Commodore, in the absence or disability of the Commodore, shall have the powers and perform the duties of the Commodore, except for the disbursement of funds unless specifically authorized by the Board of Governors. The Vice Commodore shall have such powers and perform such other duties as may be assigned by these Bylaws, the Board of Governors, or the Commodore.
  1. Fleet Captain/Racing
    The Fleet Captain/Racing shall direct the Club’s racing activities and related programs. He or she shall further initiate, organize, and direct all intra and/or inter-club programs, designating courses, prizes, classifications, etc. He/she will also be responsible for maintaining appropriate memberships and contacts with racing organizations, and for keeping the Club informed of the happenings of local and regional racing club/association activities.
  1. Fleet Captain/Cruising
    The Fleet Captain/Cruising shall organize and direct all sanctioned daily and/or overnight cruises and trips, designate the appropriate committees and/or individuals to assist in the planning and handling of related cruise activity, education, and safety activities, and to research and recommend places, times, and themes for such activity.
  1. Fleet Captain/Power
    This individual shall be a power boater. He or she shall bring together Hudson Cove Yacht Club members whose main area of boating interest is power for activities ranging from hands-on instruction to education and safety to field trips and power boater social functions. The Fleet Captain/Power shall build an active power boat member base in the Hudson Cove Yacht Club.
  2. Recording Secretary
    The Recording Secretary shall act as secretary of all meetings of members and of the Board of Governors, making a full record of the proceedings thereof in the form of minutes. The Recording Secretary shall maintain an up-to-date copy of the Bylaws, shall cause notices of the Club, when required, to be properly drafted and served, shall be the custodian of the minutes, records and official documents of the Club, shall have the powers and duties usually incident to the office of Recording Secretary and shall have such powers and perform such duties as may be assigned by these Bylaws, and Board of Governors or the Commodore.
  3. Treasurer
    The Treasurer shall have general supervision over the care and custody of the Club’s funds and securities. The Treasurer shall sign all checks, drafts, bills of exchange, notes or other obligations or orders for the payment of money. This officer shall keep accounts of all disbursements, making only such payments as are authorized by the Board of Governors. The Treasurer shall keep the financial records of the Club and shall render a report of the Club's financial condition at each meeting of the Board of Governors and each meeting of the membership, in a form specified by the Board of Governors. The Treasurer shall prepare and submit in writing to the members a report of the health and finances of the club at the end of the fiscal year, shall have all the powers to perform the duties usually incident to the office of Treasurer except as may be limited, restricted or assigned to another by these Bylaws, and shall have such powers and perform such other duties as may be assigned by these Bylaws, the Board of Governors or the Commodore.
  4. Corresponding Secretary
    The Corresponding Secretary shall be responsible for preparing and distributing all letters and bills to the members and any outgoing correspondence to other organizations or persons. The Corresponding Secretary shall perform such other secretarial duties which have not been specifically assigned to the Recording Secretary and as may be assigned by these Bylaws, the Board of Governors, or the Commodore.

Article IV – Membership

Section A – Definition of Members and Membership Unit

The Club contemplates that most members will own boats. Each boat will be entitled to two memberships, which will equal one membership unit in the Club for the payment of one membership fee. A membership unit is entitled to two votes. However, the Club also wants to allow social members without boats to be members. Any such social memberships shall be similar to boat owner memberships. One fee will admit two social members. However, those two social members must reside in the same residence or be members of the same family unit. Members of both boat and social memberships shall be declared upon application and renewal and must be individually approved by the Board.

Section B – Election to Membership

  1. Applicants for active membership shall furnish information about themselves to the Membership Committee in the form required by that committee.
  2. One application will be made per membership or social membership, with up to two applicants on each application. The two persons named on each application shall constitute one membership unit. If only one person is named on the application, that person shall constitute the membership unit.
  3. Prior to election to membership by the Board of Governors, applicants shall deposit with the Membership Committee any required initiation fee and/or dues.
  4. No application for membership shall be rejected because of race, color, creed, or sex.
  5. Successful supplicants shall become active members in good standing and shall gain all the rights, privileges, and obligations of membership as of the date the Board elects them to membership.

Section C – Termination of Membership

  1. In Good Standing

Members may terminate their membership in good standing by submitting a letter of resignation to the Board of Governors. Termination date is the date of the Board’s acceptance of the resignation.

  1. In Bad Standing

Members will be terminated in bad standing:

    1. If a member fails to pay their properly assessed dues or fees within 60 days of presentation.
    2. If the Board of Governors finds a member guilty of misconduct and declares his membership forfeited, effective on the date of the Board’s action.
    3. Membership Rights

All rights and privileges of the member shall cease on the date termination is effective.

Section D – Reinstatement

  1. Persons who terminate in good standing shall apply in writing to the Board of Governors for reinstatement. An affirmative vote of a majority of Board members attending a duly convened meeting is required for reinstatement. Upon approval, they shall be billed for the current year’s dues, and reinstatement shall be effective upon receipt of payment by the Treasurer.
  2. Persons who are terminated in bad standing may not be reinstated. However, they may apply for membership as a new member in accordance with the procedure outlined in Election to Membership (Article IV, Section B).

Section E – Membership Rights Not Transferable

No member may voluntarily or involuntarily transfer or assign to another person or persons his or her membership or any membership rights.

ARTICLE V – Club Funds

Club funds shall be deposited into accounts designated by the Board from time to time. An annual budget shall be prepared by the Budget Committee, approved by the Board of Governors, and submitted to the membership at a duly convened meeting thereof. A majority vote of the members present at the meeting is required to approve the budget. Funds shall be allocated in accordance with the approved annual budget and supplementary approvals by the membership.

ARTICLE VI – Bylaws Amendment

A resolution to amend these Bylaws must be initiated and endorsed by ten members eligible to vote. The proposed resolution shall be submitted in writing to the Board of Governors for review and recommendation. The Board of Governors shall give the membership notice of a vote on the proposed Bylaw change as soon as practicable, and shall put the item on the agenda of the next membership meeting scheduled at least 30 days after said notice. The notice of the meeting at which the resolution will be voted upon shall contain the text of the proposed amendment. An affirmative vote of two-thirds of the voting members present at such a meeting shall be required for approval.

The wording of a proposed amendment to the Bylaws may be modified by a majority vote of those attending the meeting during which the proposed amendment is being considered for adoption, provided that such wording is germane to the subject matter and intent of the proposed amendment. If so modified, the proposed amendment cannot be voted upon at the meeting. The vote shall be taken at the next regularly scheduled membership meeting or at a Special Meeting of the membership. The membership shall receive at least 30 days’ notice of this meeting, and the notice shall include the text of the proposed amendment.

ARTICLE VII – Membership Meetings

Section A – Types of Meetings

  1. Regular Meetings

Regular meetings of the Club’s membership shall be held at a predetermined meeting place on such date or dates as selected by the Board.

  1. Special Meeting

A special meeting of the membership of the Club, the purpose having been stated in the meeting notice, may be called:

    1. By the Commodore.
    2. By any three members of the Board of Governors.
    3. By petition of any five membership units entitled to vote who have duly notified the Recording Secretary.
    4. Annual Meetings

A meeting will be held annually in October of each year in the evening. During this Annual Meeting, the election of members of the Board of Governors will be held. Immediately thereafter, the Annual Meeting of the newly elected Board of Governors will be held to elect officers.

  1. Winter Meeting

A Winter Meeting will be held in January in the evening. During this meeting, the annual dues and other budget items for the upcoming year will be presented to the members for approval.

Section B – Notice of Meetings

  1. Regular Meetings

Notice is required for all regular meetings. Furthermore, if a vote is contemplated on any of the following subjects, the notice must so state. The subjects are:

    1. A resolution for the amendment of the Bylaws will be voted upon.
    2. A disposition of Club assets will be voted upon.
    3. A resolution to approve the budget is to be voted upon.
    4. A resolution to dissolve the Club is to be voted upon.
    5. Special Meetings

A notice stating the purpose of the special meeting will be required, and the business conducted shall be limited to the purpose or purposes designated in the notice for which the meeting is held.

  1. Annual Meeting

A notice presenting the Nominating Committee’s proposed slate of the forthcoming year’s Board of Governors is always required.

  1. Winter Meeting

A notice announcing the presentation of the coming year’s budget as prepared by the Budget Committee and approved by the Board of Governors is required.

  1. Notice of Meeting

At least 15 days’ notice shall be given of every membership meeting. “Notice” as used in this section shall be effective is in writing and sent by regular mail and/or by electronic mail to members at the addresses (including electronic mail addresses) listed for such members in the Club records.

    Meeting Virtually

Attending or hosting a meeting virtually shall be allowed if approved by a majority of the Board in advance.

Section C – Quorum

Twenty-five percent of the membership units entitled to vote shall constitute a quorum for the transaction of business at meetings of members.

Section D – Voting

Unless otherwise specified in the Bylaws, approval of a motion or resolution at a meeting shall require an affirmative vote by a majority of voting members at a meeting. A secret ballot shall be used when so moved, seconded, and supported by the affirmative vote of five or more members. Each member shall be entitled to cast one vote; in the absence of one member of a two-member membership unit, the member in attendance shall be entitled to cast the vote of the absent member. This shall not be considered a proxy vote.

 Section E – Proxy

No proxy voting shall be allowed. No absentee ballots shall be allowed except at the Annual Meeting.

ARTICLE VIII – Members

Admission of new members shall cease when there are one hundred twenty-five membership units in the Club. Reinstatement of former members who terminated in good standing shall be permitted even when admission is otherwise closed.

Applicants for reinstatement and admission shall be given priority as follows:

        1. Former members terminated in good standing.
        2. New applicants.

ARTICLE IX – Dues and Fees

Section A – Dues

Dues are payable annually for the fiscal year of the Club or any part thereof and are not refundable in whole or in part upon membership’s termination. Dues bills shall be rendered each year by the Treasurer in the beginning month of the fiscal year. Annual dues shall be presented for approval to the members as a part of and at the same time as the rest of the annual budget.

Section B – Initiation Fee

The initiation fee shall be assessed for new membership units, and the initiation fee shall be as approved by the members in the budget each year.

Section C – Payment Dates of Delinquencies

Bills rendered by the Club to the membership units are due 30 days after presentation.After 45 days, a late fee in an amount approved by the board shall be assessed.

ARTICLE X – Fiscal and Membership Years

The fiscal and membership years of the Club shall be as set by the Board.

ARTICLE XI – Board of Governors

Section A – Meetings

  1. Regular Meetings

Regular meetings of the Board of Governors shall be held as required.

  1. Special Meetings

Special meetings of the Board of Governors may be called by the Commodore or by any three Board Members. Notice may be oral or in writing, but must be given to each Board member not less than three days prior to the time of the meeting, except in emergencies. In emergencies, if practicable, no less than twenty-four hours’ notice shall be given, but the majority of the Board may waive this twenty-four-hour notice requirement if necessary.

  1. Order of Business

The order of business of regular meetings of the Board shall be determined by the Commodore or the presiding officer. Business at a special meeting of the Board shall be restricted to that which is germane to the purpose for which the meeting was called.

  1. Quorum

Greater than 50% of members of the Board of Governors shall constitute a quorum for the transaction of business at any meeting of the Board of Governors.

Section B – Powers

In addition to the specific powers given to the Board of Governors in the Bylaws and except as powers are specifically reserved for another body or may be specifically restricted from the Board of Governors by the Bylaws, the Board of Governors shall have authority to manage and control the Club’s budget, finances, business, and property.

The Board of Governors shall approve all contracts, and they shall authorize by resolution any officer, officers, agent or agents, in the name of and on behalf of the Club to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or specific. However, the Board shall not have the power to borrow for the Club unless authorized to do so by the membership.

The Board shall designate the banks and/or trust companies that shall serve as depositories for the funds and securities of the Club.

Without limiting the foregoing, the Board of Governors shall have the right to charge the members fees, assessments, and/or late charges as the Board deems necessary or advisable. However, if any member does not wish to pay such fee, assessment, or charge, said member may resign in good standing.

The Board of Governors shall have full and final responsibility for the admission of all members into the Club, including applicants for reinstatement.

Section C – Voting

Unless otherwise required by these Bylaws, approval of a motion or resolution at any duly convened meeting of the Board of Governors shall be by an affirmative vote of a majority of the Board members present or confirmed virtual presence. There shall not be any vote by proxy. There shall not be any secret ballot.

Section D – Disbursement of Funds

The Board shall establish a procedure for reviewing and approving all demands for payment prior to the Treasurer's disbursement of funds. The Board shall not authorize the disbursement of any unbudgeted item in excess of  $300.00 without notification and 50% approval from the members (Electronic methods are acceptable for this).  Funds that have been adequately collected separately for a specific purpose are exempt from the limit. If, however, for any reason an annual budget is not approved in a timely manner, the Board may authorize disbursement of funds on an interim basis in accordance with the prior year’s budget.

ARTICLE XII – Officers and Board Members

Section A – Removal and Vacancies

Any officer may be removed from office for cause by the affirmative vote of two-thirds of the members of the Board of Governors at a duly convened meeting thereof. If an office become vacant, for any reason, the Board of Governors shall elect a replacement as soon as practicable, to fill out the term. If a position on the Board is or becomes vacant, the Board shall elect a replacement member as soon as practicable to fill out the unexpired term.

Section B – Procedure for Voting

Each member of the Board of Governors is entitled to one vote on an issue, with the exception of the Commodore, who will call the vote but shall not vote unless an additional vote is needed to break a tie.

Section C – Fees and Expenses

Officers shall not be paid any fees for their services. They shall be reimbursed for direct out-of-pocket Club-related expenses as approved by the Board.

ARTICLE XIII – Committees

Section A – Vacancies

In the event a vacancy should occur on any committee, the Board of Governors shall appoint a replacement to fill out the unexpired term as soon as practicable.

Section B – Membership Committee

The Membership Committee shall furnish membership applications in response to requests from prospective members. Applicants shall be required to furnish information about themselves in writing in a form approved by the Membership Committee. The Membership Committee shall not vote to recommend an applicant for membership unless the applicant has deposited with the Membership Committee an amount equal to the initiation fee.

In the event that membership is at the prescribed limit and therefore closed to the admission of new members, the Committee shall, without requiring a , continue to accept applications for placement on a waiting list. Membership applications shall be acted upon in the order of receipt, except as otherwise specified in these Bylaws.

Section C – Nominating Committee

The Nominating Committee shall, at least twenty days prior to the Annual Meeting of the membership, present its slate of nominees for the positions coming open on the Board of Governors. Said slate shall be included in the Notice of Annual Meeting.

Section D – Budget Committee

The Budget Committee shall be responsible for preparing an annual budget and recommending the same to the Board for submission to the members.

Section E – Audit Committee

The Audit Committee shall, at the end of each fiscal year, upon a change of Treasurer, or at any time the Committee feels necessary, conduct an audit and report its findings to the Board and/or membership. The Committee shall consist of at least two members, and shall not include the Treasurer, but the Treasurer shall assist the Committee as requested.

Section F – Special Events Committee

The Special Events Committee shall be responsible for planning, organizing, and implementing social events, special Club functions, and other programs not specifically assigned or delegated to other committees.

Section G – Fees and Expenses

Members of committees shall not be paid any fees for their services. They shall be reimbursed for direct out-of-pocket Club-related expenses as approved by the Board.

ARTICLE XIV – Indemnifications

The Board of Governors shall cause the Club to reimburse any officer, member of the Board or member of the Club for the payment or any claim, judgment, fine or penalty levied against him/her in connection with his/her duties, including expenses incurred in connection therewith, in such amount as the Board reasonably deems appropriate, provided that no reimbursement shall be made to a member in respect to an action, suit, proceeding of claim in which said member shall have been found guilty or willful misconduct.

ARTICLE XV – Misconduct

Any member in good standing of the Club may present to the Board of Governors written and signed charges of misconduct against any member for:

      1. Violation of the Bylaws or Club rules.
      2. Conduct considered generally offensive to members, their family, or guests.
      3. Conduct considered to endanger the safety and/or property of others.

The Board of Governors shall investigate and consider the charges, and if it decides that there is substance to the charges, the Corresponding Secretary shall provide a copy of the written charges to the charged member and shall summon the charged member and the accuser to appear at a meeting of the Board.  Such a meeting shall, at the request of the charged member, be on notice to and open to the general membership. Such notices shall be given and sent at least 10 days prior to said Board meeting.

A member found guilty of such charges may be:

      1. Suspended from the rights and privileges of membership in whole or part for a period set by the Board of Governors.
      2. Terminated in bad standing as provided by the Bylaws.

ARTICLE XVI – Books and Records

All books and records of the Club, on reasonable notice and during reasonable business hours, shall be made available for inspection to any member requesting access to them.