The name of this organization shall be the GREEHAVEN SAILING CLUB.

The purpose of the Greenhaven Sailing Club shall be to encourage the art of sailing, to advance the arts of navigation and seamanship, and to promote fellowship among its members.

The Fiscal year shall begin on March 1, and end on the last day of February.

Section l - Annual Membership Meeting: There shall be an annual dinner meeting of the club membership during the Month of February, the purpose of which is to elect Officers and Directors and to-make any awards or presentations.

Section 2 – General Meetings: General membership meetings shall be held in May, September and December.

Section 3 - Special Meetings: Special meetings of the club may be called at any time by the order of the Commodore, or shall be called upon the written request of five (5) members. Such written request shall state the object for which such meeting was called and no other business than that specified in the notice shall be transacted at the rooting.

Section 4 – Notice of Meeting: Notice of every meeting of the club shall be distributed by the Secretary to every member at least ton (10) days before the date of such meeting.

Section 5 – Quorum and Attendance: Ten (10) percent of the voting membership, present in person, shall constitute a quorum for the transaction of business at any annual, general, or special meeting. No proxies will be accepted.

Section 6 – Rules of Order: All meetings of the membership shall be conducted in accordance with accepted parliamentary practices,

Section 1 - Officers: The elective Officers shall be Commodore, Vice Commodore, Secretary, and Treasurer. The officers shall be elected at the annual meeting. The Commodore and Vice Commodore shall be known as "Flag Officers" of the club.

Section 2 - Terms of Office:

Section 3 - Vacancies in Office: Any vacancy in the position of

"Flag Officer" shall be filled in this order of succession:

Section 1 – Manner of Nominations: A nominating committee composed of the last three past Commodores shall be commissioned by the current Commodore. They shall select a committee Chair. The Committee shall meet at the call of the Chair and shall nominate candidates for all elective offices which are to be filled at the next annual membership meeting in February. This slate will be announced at the membership meeting in December. Nominations from the floor will also be accepted at that meeting.

Section 2 – Manner of Elections: Elections shall be conducted at the annual meeting in February by either a show of hands or a secret ballot. Only members will be eligible to vote, and, in the event of a secret ballot, any member in good standing shall have the right to be present at the counting of the ballots.

Section 3 – Resolution of Ties: In the event of a tie vote for any office, a new vote shall be taken to resolve that tie only.

Section 1 – Commodore: The Commodore shall preside at all meetings of the club. The Commodore shall call special meetings of the membership whenever necessary or upon the request of members as herein provided. The Commodore shall be an ex-officio member of all committees, except the Nominating Committee, and may appoint the Chairs of all standing committees and any other committee.

Section 2- - Vice Commodore: It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of his/her duties and to officiate at all meetings in the absence of the Commodore.

Section 3 – Secretary: The secretary shall keep a proper record of the proceedings of all general membership meetings of the club. The Secretary shall make the records of said proceedings available for inspection by any member. The Secretary shall maintain an up-to-date membership roll and record of all yachts enrolled in the club showing name, ownership, length and type of each yacht. The Secretary shall edit and send to all members notice of meetings and activities of the club, and any other pertinent information. The Secretary shall send such notice as provided elsewhere in these by- laws.

Section 4 – Treasurer: The Treasurer shall keep the accounts of the club, receive all monies due the club, and deposit same to the credit of GREENHAVEN SAILING CLUB in The Washington Trust Company in Westerly, Rhode Island, or such other bank as may be approved by the club officers. The Treasurer shall receive all applications and dues for membership and forward the applications to the Secretary for recording. The Treasurer shall maintain a list of paid members. The Treasurer shall receive all race fees and maintain a list of race fees paid. The Treasurer shall pay all bills when properly approved and preserve vouchers for the payments. The Treasurer shall make a statement of the financial condition of the club at each membership meeting. The Treasurer shall submit an Annual Report of the financial transactions and condition of the club as of the last day of February at the May general membership meeting. The Treasurer shall present for approval a Proposed Budget for the coming year at the February meeting.

Section 5 – Officers: The Commodore, Vice Commodore, Secretary, and Treasurer shall constitute the Officers. They shall be the general business agents of the club and shall have entire control and management of the business, property, and affairs of the club in all matters relating to its interests and advancements. They shall fill any vacancy in the position of "Flag Officer" as stated in Article V, Section 3 and accept the resignation thereof; and they shall have the full power and authority to expel, suspend, and/or reinstate members. They shall approve all committees, except the Nominating Committee, and hire such personnel as they deem necessary for the management of this club. They shall keep full and accurate minutes of their meetings. Any action of the Officers may be rescinded by a majority vote of the members present at any meeting at which a quorum is present.

Section 6 – Meetings of the Officers: The Officers shall meet as needed at the direction of the Commodore. Special meetings shall be called upon the request of the Commodore.

STANDING COMMITTEES

(a) Awards/Race Committee

Section 2: All Standing and/or other Committees, exclusive of the Nominating Committee, derive their authority from the Officers and all proposed actions of such committees are subject to the Officers approval.

MEMBERSHIP

Section 3 – Manner of Approval: All new members shall be approved by the Officers.

Section 4 – Resignations: All resignations of membership must be in writing and forwarded to the Commodore with a copy to the Secretary.

Section 1 – Dues: The amount of dues to be paid by each member to the club shall be set by the Officers and approved by the membership.

Section 2 – Payment of Dues: Dues shall become due and payable at the close of the annual membership meeting in February and the payment period, for the purposes of compiling the yearly membership list, shall extend to the last day of March. Failure to pay dues by May 31 results in suspension of membership until such time all membership dues and previous year's racing fees are collected.

Section 1 – Manner of Amending by-laws:

Section 1 – Dissolution: If at any time the GREENHAVEN SAILING CLUB shall be dissolved, the bonds and/or notes and accounts payable shall continue a lien on the assets of the club.

Section 2 – Final Dissolution: After provision for bonds, notes and accounts payable, all living, active members, in good standing for one (1) year prior to the dissolution, shall participate in the distribution of entire assets of the club if any such assets exist.