Wianno Yacht Club's Bylaws
Updated: 2021
BY-LAWS
OF
THE WIANNO YACHT CLUB
Section 1
NAME, PURPOSES, LOCATION, CORPORATE SEAL, AND FISCAL YEAR
1.1 Name and Purposes. The name and purposes of the corporation shall be as set forth in the Certificate of Incorporation of the corporation. References to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation issued by the Secretary of the Commonwealth of Massachusetts on October 2, 1901, as the same may be amended from time to time.
1.2 Location. The Directors may establish and change the location of the principal office of the corporation in The Commonwealth of Massachusetts, effective upon the filing of a certificate of such change with the Secretary of The Commonwealth of Massachusetts.
1.3 Corporate Seal; Club Burgee. The Directors may adopt and alter the seal of the corporation. The Club Burgee shall continue to be the burgee adopted by the Wianno Yacht Club on October 2, 1901 subject to such changes as the Directors may approve. The Directors may make suitable regulations about the use of the Club Burgee.
1.4 Fiscal Year. The fiscal year of the corporation shall, unless otherwise decided by the Directors, end on December 31 in each year.
Section 2
MEMBERS
2.1 Membership Categories; Election. The Directors shall establish the designation, qualifications and dues for such categories of membership as the Directors shall determine from time to time. Each member who is age 18 or above and who is in good standing at the time of notice of any annual or special meeting of the members shall be entitled to notice and to vote thereat. Membership in categories which entitle more than one person to use the facilities of the Club shall nonetheless be entitled to one vote. Members shall be proposed and elected in accordance with procedures established by the Directors. The Directors shall not make any distinction, discrimination, or restriction on account of the religion, national origin, creed, race, actual or perceived sexual orientation, gender identity or disability of any candidate for membership.
2.2 Dues and Assessments. The Directors shall establish dues and initiation fees, if any, to be applicable from time to time for each membership category. If at any time the funds of the corporation shall be exhausted or inadequate, the Board of Directors may levy an assessment equally on each member of any membership classification (other than honorary members) to make up the deficiency. Such assessments in any calendar year with respect to any such member shall not exceed ten percent (10%) of such members current annual dues.
2.3 Removal. A member may be removed for non payment of dues or for other cause by the Directors. A member may be removed for cause other than non payment of dues only after reasonable notice and opportunity to be heard before the Directors.
2.4 Resignation. A member who is in good standing may resign at any time by delivering their written resignation by mail or electronically. Such resignation shall be effective upon receipt, unless specified to be effective at some other time, and acceptance thereof shall not be necessary to make it effective unless it so states. Resignation or removal shall not relieve any person of any obligation to the Club.
2.5 Annual Meeting. The annual meeting of the members shall be held in the month of August or September in each year on a date to be selected by the Directors or the Commodore to elect Officers and Directors, to hear the reports of Officers and committee chairs and to conduct such other business as shall properly come before the meeting. The annual meeting shall be held at the principal office of the corporation or at such other place within the Commonwealth of Massachusetts as the Commodore or Directors shall determine.
2.6 Special Meetings. Special meetings of the members may be held at any time and at any place within the Commonwealth of Massachusetts. Special meetings of the members may be called by the Commodore or by the Directors, and shall be announced by the Secretary or, in the case of the death, absence, incapacity, or if refusal of the Secretary, by any other Officer, upon written application of members representing at least ten percent (10%) of the smallest quorum of members required for a vote upon any matter at the annual meeting of members.
2.7 Notice of Meetings.
- All Meetings. Reasonable notice of the time and place of each meeting of the members shall be given to each member. Such notice need not specify the purposes of the meeting, unless otherwise required by law, the Certificate of Incorporation of the corporation, or these By-Laws.
- Reasonable Notice. Except as otherwise expressly provided by law, the Certificate of Incorporation of the corporation, or these By-Laws, it shall be reasonable to send notice electronically to a member at least seventy-two (72) hours before the meeting to them at their usual or last known address.
- Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any member if a written waiver of notice, executed by them (or their attorney thereunto duly authorized) before or after the meeting, is filed with the records of the meeting. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
2.8 Quorum. At any meeting of the members twenty-five percent (25%) of the members, whether present in person or duly represented, shall constitute a quorum, except when a larger quorum is required by law, the Certificate of Incorporation of the corporation, or these By-Laws. Any meeting may be adjourned to such date or dates not more than ninety days after the first session of the meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
2.9 Voting. When a quorum is present at any meeting, a majority of the votes properly cast by members present in person or duly represented shall decide any question, including the election of Directors, unless otherwise provided by law, the Certificate of Incorporation of the corporation, or these By-Laws.
2.10 Proxies. Members may vote either in person or by written proxy dated not more than one month before the meeting named therein, which proxy shall be filed before being voted with the Secretary or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by its terms, a proxy shall entitle the holder thereof to vote at any adjournment of the meeting, but the proxy shall terminate after the final adjournment of such meeting.
2.11 Nominations. A nominating committee consisting of not less than three (3) nor more than five (5) members entitled to vote shall be appointed by a majority of the Officers in adequate time to prepare for the annual meeting a list of nominations for Officers and Directors to be elected at such meeting. Other nominations may be made prior to the annual meeting by petition signed by not less than five percent (5%) of the members entitled to vote and delivered to the Secretary, at least twenty-four (24) hours before the time of such meeting, such petition specifically designating the candidate and the office.
Section 3
HONORARY MEMBERS
The Directors may elect any person they deem appropriate as an honorary member. Honorary members shall not be responsible for dues or assessments. Such persons shall serve in an honorary capacity and shall have no right to notice of or to vote at any meeting and shall not be considered for purposes of establishing a quorum but shall otherwise be entitled to the privileges of membership.
Section 4
BOARD OF DIRECTORS
4.1 Number and Election. The board of Directors shall consist of the Officers of the corporation ex-officio and twelve (12) additional members, one-third () of which shall be elected each year for a three (3) year term. Only members in good standing shall be eligible to be elected as Directors.
4.2 Term of Office. Each Director other than the Officers shall hold office for three (3) years commencing immediately following the annual meeting at which they are elected and continuing until their successor is elected and qualified, or until they sooner die, resign, are removed, or become disqualified.
4.3 Powers. The affairs of the corporation shall be managed by the Directors, who shall have and may exercise all the powers of the corporation, except those powers reserved to the members by law, the Certificate of Incorporation of the corporation, or these By-Laws.
4.4 Removal. A Director may be removed from office (a) with or without cause by the vote of a majority of the members then in office, or (b) with cause by the vote of a majority of the Directors then in office. A Director may be removed with cause only after reasonable notice and opportunity to be heard before the body proposing to remove the Director.
4.5 Resignation. A Director may resign by delivering their written resignation to the Commodore, Treasurer or Secretary of the corporation, to a meeting of the members or Directors, or to the corporation at its principal office. Such resignation shall be effective upon receipt, unless specified to be effective at some other time, and acceptance thereof shall not be necessary to make it effective unless it so states.
4.6 Vacancies. Any vacancy in the Board of Directors may be filled by the members or Directors. Each successor shall hold office for the unexpired term of the Director whose place is vacant or until they sooner die, resign, are removed, or become disqualified. The Directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
4.7 Regular Meetings. Regular meetings of the Directors may be held at any time and at any place within the Commonwealth of Massachusetts as the Directors may determine.
4.8 Special Meetings. Special meetings of the Directors may be held at any time and at any place within the Commonwealth of Massachusetts when called by the Commodore, or by two or more Directors.
4.9 Notice of Meetings.
- All Meetings. Reasonable notice of the time and place of each meeting of the Directors shall be given to each Director. Such notice need not specify the purpose of the meeting, unless otherwise required by law, the Certificate of Incorporation of the corporation, or these By-Laws.
- Reasonable Notice. Except as otherwise expressly provided by law, the Certificate of Incorporation of the corporation, or these By-Laws, it shall be reasonable to send notice electronically to a Director at least seventy-two (72) hours before the meeting to them at their usual or last known address.
- Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any Director if a written waiver of notice, executed by them (or their attorney thereunto duly authorized) before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
4.10 Quorum. At any meeting of the Directors a majority of the Directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
4.11 Voting. When a quorum is present at any meeting, a majority of the Directors present and voting shall decide any questions unless otherwise provided by law, the Certificate of Incorporation of the corporation, or these By-Laws.
4.12 Action by Consent. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all of the Directors consent to the action in writing and such consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as a vote at a meeting.
4.13 Presence Through Communication Equipment. Unless otherwise provided by law or the Certificate of Incorporation of the corporation, members of the board of Directors may participate in a meeting of such board by means of telephone or electronic video conferencing in real time of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
4.14 Board Committees. The Directors may elect or appoint one or more committees (including an executive committee) and may delegate to any such committee or committees any or all of their powers, except the power to (a) authorize a petition for the dissolution of the corporation; (b) change the principal office of the corporation; (c) amend these By-Laws; (d) elect Officers and fill vacancies in any such offices; (e) change the number of the board of Directors and fill vacancies in the board of Directors; (f) remove Officers or Directors from office; (g) authorize a merger. Any committee to which the powers of the Directors are delegated shall consist solely of Directors. Unless the Directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these By-Laws for the Directors. The members of any committee shall remain in office at the pleasure of the Directors.
4.15 Race Committee. The Directors shall appoint a race committee which shall have a general charge of the yacht racing at the Club including the scheduling of races, designation of series and trophies and the conduct of the races and hearing of protest. The race committee may designate representatives to conduct races or to hear protests on its behalf. The members of the race committee and its designees shall be deemed Officers for the purpose of Sections 7 and 8 of these By-Laws.
4.16 Other Committees. The Commodore and the Directors may appoint additional committees to advise the Commodore or the Directors, as the case may be, such committees to serve at the pleasure of those by whom they are appointed.
Section 5
OFFICERS
5.1 Number and Qualification. The Officers of the corporation shall be a Commodore, a Treasurer, a Secretary, and one or more Vice Commodores, one or more Rear Commodores and such other Officers as the members may elect. The Secretary shall be a resident of the Commonwealth of Massachusetts unless the corporation has a resident agent duly appointed to accept service of process. A person may hold more than one office at the same time. If required by the Directors, any Officer shall give the corporation a bond for the faithful performance of his or her duties in such amount and with such surety or sureties as shall be satisfactory to the Directors.
5.2 Election. The Officers shall be elected annually by the members at the annual meeting of the members.
5.3 Term of Office. The Officers other than the Treasurer shall each hold office for one year commencing immediately following the annual meeting of the members at which they were elected and until their successor is chosen and qualified, or in each case until they sooner die, resign, are removed, or become disqualified. The Treasurer shall serve for the calendar year following their election.
5.4 Commodore. The Commodore shall be the Chief Executive Officer of the corporation, except as the Directors may otherwise provide, and, subject to the control of the Directors, shall have general charge and supervision of the affairs of the corporation. The Commodore shall also have such other duties and powers as the Directors may determine. The Commodore shall preside at all meetings of the members and at all meetings of the Directors, except as the members or Directors otherwise determine.
5.5 Vice Commodore(s) and Rear Commodore(s). The Vice Commodore or Vice Commodores and Rear Commodore or Rear Commodores shall have such duties and powers as the Directors shall determine. The Vice Commodore, or First Vice Commodore if there is more than one, shall have and may exercise all the powers and duties of the Commodore during the Commodores absence or inability to act. The Rear Commodore, or First Rear Commodore, if there is more than one, shall have and may exercise all of the powers and duties of the Commodore if the Commodore and the Vice Commodore or Commodores are absent or are unable to act.
5.6 Treasurer. The Treasurer shall be the Chief Financial Officer of the corporation. The Treasurer shall, subject to the direction of the Directors, be in charge of the financial affairs of the corporation and shall keep full and accurate records thereof. The Treasurer shall have such other duties and powers as the Directors shall determine.
5.7 Secretary. The Secretary shall record (or arrange to be recorded) and maintain records of all proceedings of the members and Directors in a book or books kept for that purpose, which book or books shall be kept within The Commonwealth of Massachusetts at the principal office of the corporation or at the office of its Secretary or of its resident agent and shall be open at all reasonable times to the inspection of any member. Such book or books shall also contain records of all meetings of incorporators and the original or an attested copy of the Certificate of Incorporation and By-Laws of the corporation and the names of all members and Directors and the address of each. If the Secretary is absent from any meeting of members of Directors, a temporary Secretary chosen at the meeting shall exercise the duties of the Secretary at the meeting.
5.8 Removal. Any Officer may be removed from their office with or without cause by the members and may be removed for cause by the vote of a majority of the Directors then in office. An Officer may be removed for cause only after reasonable notice and opportunity to be heard before the Directors.
5.9 Resignation. Any Officer may resign by delivering their written resignation to the Commodore, Treasurer, or Secretary of the corporation, to a meeting of the members or Directors, or to the corporation at its principal office. Such resignation shall be effective upon receipt, unless specified to be effective at some other time, and acceptance thereof shall not be necessary to make it effective unless it so states.
5.10 Vacancies. If the office of any Officer becomes vacant, the Directors may elect a successor. Each such successor shall hold office for the unexpired term of the Officer whom they replaced, and, in the case of the Commodore, Treasurer, and Secretary, until their successor is chosen and qualified, and in each case until they sooner die, resign, are removed, or become disqualified.
Section 6
EXECUTION OF PAPERS
Except as the Directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, contracts, bonds, notes, checks, drafts, and other obligations made, accepted, or endorsed by the corporation shall be signed by the Commodore or by the Treasurer. Any recordable instrument purporting to affect an interest in real estate, executed in the name of the corporation by the Commodore or a Vice Commodore and the Treasurer or an Assistant Treasurer, who may be one and the same person, shall be binding on the corporation in favor of a purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provision of the Certificate of Incorporation of the corporation, these By-Laws, or votes of the corporation.
Section 7
NO PERSONAL LIABILITY
The members, Directors, and Officers of the corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the corporation may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the corporation.
Section 8
INDEMNIFICATION; LIMITATION OF LIABILITY
The corporation shall, to the extent legally permissible and only to the extent that the status of the corporation as an organization exempt under Section 501(c) of the federal Internal Revenue Code is not affected thereby, indemnify each of its Directors, Officers, and any person who serves at the request of the corporation as a Director or Officer of another organization or who serves at the request of the corporation in any capacity with respect to any employee benefit plan, against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise, or as fines, penalties, and counsel fees reasonably incurred by such person in connection with the defense or disposition of any actions, suit, or other proceeding, whether civil or criminal, in which they may be involved or with which they may be threatened, while in office or thereafter, by reason of being or having been a Director or Officer of the corporation or member of any committee or a Director or Officer of another organization at the request of the corporation or serving in any capacity with respect to any employee benefit plan at the request of the corporation, except with respect to any matter as to which such person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that their action was in the best interests of the corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; provided, however, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for such payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interest of the corporation, after notice that it involves such indemnification: (a) by a disinterested majority of the Directors then in office; or (b) by a majority of the disinterested Directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such person appears to have acted in good faith in the reasonable belief that their action was in the best interests of the corporation or, to the extent that such matter related to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; or (c) by a majority of the disinterested members entitled to vote, voting as a single class. Expenses, including counsel fees, reasonably incurred by any such person in connection with the defense or disposition of any such action, suit, or other proceeding, may be paid from time to time by the corporation in advance of the final disposition thereof upon receipt of an undertaking by such person to repay the amounts so paid to the corporation if it is ultimately determined that indemnification is not authorized hereunder, which undertaking may be accepted without reference to the financial ability of such person to make repayment. The right of indemnification herby provided shall not be exclusive of or affect any other rights to which any Director or Officer may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel other than Directors or Officers may be entitled by contract or otherwise under law. As used in this paragraph, the terms Directors and Officers include their respective heirs, executors, and administrators, and an interested Director or member is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.
No Director or Officer of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as such Director or Officer notwithstanding any provision of law imposing such liability, except to the extent that such exemption from liability is not permitted under Chapter 180 of the Massachusetts General Laws or would result in the loss of the corporations tax exempt status under Section 501 (c) of the federal Internal Revenue Code.
Section 9
NO PRIVATE BENEFIT
No part of the assets of the corporation and no part of any net earnings of the corporation shall be divided among or inure to the benefit of any Officer or Director of the corporation or any private individual or be appropriated for any purposes other than the purposes of the corporation as herein set forth. Upon the liquidation or dissolution of the corporation, after payment of all the liabilities of the corporation or due provision therefore, all of the assets of the corporation shall be disposed of to one or more organizations exempt from taxation under the provisions of Section 501 (c) of the Internal Revenue Code.
Section 10
AMENDMENT
These By-Laws may be amended at any time by a vote of the members at any meeting at which a quorum is present.
Last updated 10:24am on 7 October 2025