Bylaws of the Lido Isle Yacht Club

A California Nonprofit Corporation
(With amendments adopted through 12/01/2018)

Article I: General

Section 1.  Name and Principal Office. The Lido Isle Yacht Club (“LIYC”) is an independent not for profit IRC §501(c)(7) mutual benefit corporation founded in 1928 and activated in 1947 with a principal place of business at 701 Via Lido Soud, Newport Beach, CA 92663.

Section 2. Purpose. LIYC was formed for the purposes to: encourage and cultivate both sail and powerboat yachting of a high standard; promote racing and cruising activities and instruction on the water and cooperate in yachting and other social activities generally for the benefit of its Members.

Section 3. Management. The direction, control and management of the business and property of LIYC, operating under these Bylaws, shall be vested in its Board of Directors (“LIYC Board”) as further defined in Article IV. LIYC is closely associated with the Lido Isle Community Association (“LICA”), a separately incorporated homeowner’s association.  LICA has adopted policies and associated directives that provide LICA Qualified Organizations, including LIYC, numerous benefits with respect to scheduling and shared use of LICA properties, including the clubhouse, beaches, playgrounds, dock facilities, and Antibes and Genoa marine-oriented facilities for activities sponsored by a LICA Qualified Organization. LIYC and its Members, guests, vendors and staff shall comply with all LICA policies and directives and other agreements entered into with LICA from time to time.

Article II: Membership in LIYC

Section 1.  Eligibility for Membership in LIYC.  The primary categories of LIYC membership include, Regular Members,  Associate Members, Young Members and Junior Members, collectively (“Members”). The LIYC Board may create sub-categories, at its discretion, for the purpose of setting different levels of dues, participation or for any other purpose.  The creation of sub-categories will not confer any categorical benefit change, other than as specified in these Bylaws:

A.    Regular Member.  To be eligible to be a Regular Member a person must be at least eighteen (18) years of age[1] (an “Adult”) and either an Owner, Lessee or Partner as defined below:

(1)  Owner.  Own by deed or contract of purchase at least an undivided one-third (1/3) interest in one or more parcels of land on Lido Isle whose usage rights to LICA facilities have not been transferred to a Lessee; or,

(2)  Lessee.  Reside in a dwelling on Lido Isle under a bona fide lease for an initial term of six (6) months or more where the Owner has not retained right to use LICA facilities from Lessee; or

(3) Partner. A husband, wife, civil union partner or Significant Other (as defined in Article II Section 3.D herein), of an Owner or Lessee and who resides permanently in the same dwelling unit as the same Regular Member; provided, however, the Owner or Lessee and his or her Partner constitute a single membership and share the rights accorded such membership.

B.    Associate Member.  To be eligible to be an Associate Member, the person must no longer be eligible to be a Regular Member and must have maintained his/her LIYC membership continuously since he/she last qualified as a LIYC Regular Member; provided, however, such person’s membership was not terminated under Article II, Section 5.

C.    Young Member. To be eligible to be a Young Member, the person must be an Adult and under thirty (30) years of age and either: (i) the child or grandchild of a Regular Member or Associate Member or a former Junior Member who has maintained their LIYC membership continuously since they last qualified to be a Junior Member. Young Members shall otherwise have all the rights and privileges of those without the designation “Young.” A Young Member will be considered a Young Regular Member if his or her permanent residence is located on Lido Isle. A Young Member will be considered a Young Associate Member if his or her permanent residence is not located on Lido Isle.

D.    Junior Member. A relative within the third degree[2] and under eighteen (18) years of age of a Regular Member or an Associate Member shall be known as Junior Members.

Section 2.  New Member Acceptance.

A.     Applicants shall be approved for membership at a regular or special meeting of the LIYC Board upon favorable recommendation of the Membership Committee and an affirmative vote of two-thirds (2/3) of the LIYC Board members present at the meeting.

B.     Membership shall not be restricted on the basis of gender, race, creed, religion, national origin or sexual orientation.

Section 3.  Rights, Benefits and Restrictions Applicable to Membership Status Designation.

A.    Any Regular Member who no longer qualifies to be a Regular Member as defined in Article II, Section 1.A, other than as a result of termination pursuant to Article II, Section 5 hereof, shall automatically be eligible to become an Associate Member and shall have their membership classification changed upon proper notification to the LIYC Secretary.

B.    Only Regular Members are eligible to vote. Associate Members are entitled to attend meetings of LIYC, however, Associate Members are not counted for purpose of satisfying the quorum requirement, nor do Associate Members have voting rights. Each Regular Member shall be entitled to one (1) vote on each matter submitted to a vote of the Members.  For purpose of voting rights, Members listed under the same LIYC membership (married couples, civil union partners or designated Significant Others) shall have one (1) vote between them.

C.    LIYC membership grants no rights to use LICA assets not otherwise granted by LICA outside of sanctioned LIYC events and activities. Payment of the annual membership fee by an Associate Member shall be deemed an acknowledgement that such LIYC membership does not confer any of the benefits of being a member of LICA.  Membership in LIYC is neither transferable nor assignable except upon the affirmative approval of the LIYC Board consistent with Section 1 of this Article II except as follows:

(1)  Any spouse of an Adult Member shall be entitled to all of the privileges and immunities of membership to which the Adult Member is entitled. After a judgment dissolving a marriage or civil union of a Member, both parties to the marriage or civil union so dissolved may continue as individual Members and no additional initiation fee shall be required for either party.

(2)  Upon the death of a Member, his or her spouse shall automatically succeed to the decedent’s membership. Membership shall not succeed to other heirs of a deceased Member.

D.    Any unmarried Adult Member may designate another Adult person with whom such person permanently dwells as such Member’s “Significant Other” and register the designation with LIYC, which designation shall provide the Significant Other with the same benefits of membership as a spouse or civil union partner. The sponsoring Member; by registering the Significant Other, agrees to assume all legal responsibility for the acts of and charges incurred by the Significant Other. A registered Significant Other designated in accordance with this Section 3 shall have the same rights, privileges and responsibilities of the sponsoring Member while so registered.

E.    The LIYC Board may designate special titles as it deems appropriate upon such criteria as the LIYC Board deems worthy and may from time to time adopt.  Designation of special titles does not, in and of itself constitute either Regular Member or Associate Member status.  Such titles are descriptive and shall not, in and of themselves, confer any actual LIYC membership status or benefit.

(1)  Racing Skipper. The LIYC Board may award Racing Skipper status to any person, irrespective of whether the person is a Member, who is twelve (12) years of age or older and who has, in the opinion of the LIYC Board, exhibited special racing skills and agrees to sail under the LIYC burgee.  Such status shall be for a term not longer than one (1) calendar year, but may be renewed upon approval by the LIYC Board.

(2) Honorary Member.  Honorary Member status may be extended on an annual basis to any suitable person by an affirmative vote of a majority of the LIYC Board present at a regular or special meeting of the LIYC Board. Such status shall be for a term not longer than one (1) calendar year, but may be renewed upon approval by the LIYC Board.

(3) Silver Fleet Membership.  Each Member currently in good standing who has maintained continuous Adult membership for twenty-five (25) years or more shall be designated a Silver Fleet Member and awarded a seniority number acknowledging his or her seniority standing in LIYC.  In the event of a death of a Member, the surviving spouse shall have a seniority number based upon the date the surviving spouse first became a Member of LIYC by joining or by marriage to a Member.

(4)  Family Membership. The LIYC Board may, at its discretion, aggregate a Regular or Associate membership and their designated Junior Members into a Family Membership category, without affecting the individual family member’s status or designation.

(5)  Sponsored Junior Sailor Guest Participant. (“Guest Participant”) Guest Participant status may be granted to persons who apply to sail in the Junior Sailing Program and who meet the following qualifications. Guest Participant status shall have an annual term on a calendar year basis and shall not be automatically renewable.

(a)   Applicants must be under eighteen (18) years of age and not qualify for any form of membership within LIYC as defined in Section 1 of this Article II.

(b)  Each Guest Participant shall submit a Guest Participant Application (along with all required fees) to the Vice Commodore; such application shall have the signature of at least one (1) Regular Member in good standing who is familiar with the applicant. The application will be submitted for approval at a meeting by the LIYC Board upon an affirmative vote of a majority of the LIYC Board present.

(c)   Guest Participants may participate in the Junior Sailing Program, including Spring, Summer and Fall programs, and LIJYC social events and may represent LIYC in yachting events.

(d)  Rights granted under this Guest Participant status shall not extend to the Guest Participant’s family members except for designated program family events. No rights are granted by LIYC to use of any LICA facilities outside of the LIYC Junior Sailing Program and LIJYC events.

(e)   Required fees for Guest Participants, as determined by the LIYC Board are in addition to any fees required to participate in the LIYC Junior Sailing Program.

(f)   Guest Participants shall be bound by all LIYC rules at all times.

(g)   A Guest Participant may be removed at any time from the program at the discretion of the Vice Commodore, the LIYC Sailing Director or the Sailing Committee with no reimbursement of fees.

(h)  Guest Participants are considered guests of the sponsoring Regular Member and as such, he/she shall have the same accountability as if the Guest Participant were a Junior Member of the Regular Member.

Section 4.  Other Rights. All Members shall have the right to fly the LIYC burgee, represent LIYC in yachting events, participate in LIYC social events and attend both regular and special meetings of the LIYC Board and LIYC. Upon resignation or termination of membership, the right to fly the LIYC burgee shall be automatically rescinded.

Section 5.  Resignation or Termination of Membership and Reinstatement.

A.    Any Member may resign his or her membership or any sponsoring Member may withdraw the registration of a Significant Other by filing a written notice with the Secretary. Nothing in this provision precludes a Significant Other from applying for or becoming a Member, if otherwise qualified for membership.

B.    The LIYC Board, by affirmative vote of two-thirds (2/3) of all the LIYC Board, may suspend or expel a Member for conduct which in the opinion of the LIYC Board shall be deemed prejudicial to the best interests of LIYC after an appropriate hearing by the LIYC Board or a committee appointed by the LIYC Board. Any abuse or violation of the rules of LIYC or LICA may be cause for such termination or suspension. In addition, the LIYC Board, by an affirmative vote of a majority of the LIYC Board present at a regular or special meeting of the LIYC Board, may suspend or expel any Member who shall be in default in the payment of dues or assessments on February 1.  Privileges extended to Guest Participants may be temporarily suspended by the Commodore upon the recommendation of the Vice Commodore, subject to review and majority vote to confirm or reinstate the Guest Participant’s status at the next regular meeting.

C.    Upon written request of a former Member, filed with the Secretary, the LIYC Board, by the affirmative vote of two-thirds (2/3) of the LIYC Board, may reinstate such former Member upon such terms as the LIYC Board may deem appropriate, including, however as a maximum requirement, (a) payment of the applicable initiation fee and (b) payment of the current year’s dues, subject to the classification of membership as defined herein.  The seniority of the reinstated Member for purposes of Club number shall be as of the date of reinstatement.

Article III: Meetings of Regular Members

Section 1.  Annual Meeting. An meeting of the Regular Members shall be held in December of each year (“Annual Meeting”) at a time and place to be fixed by the LIYC Board for the purpose of electing the elective officers and directors and for the transaction of such other business as may come before the Members. Associate Members are entitled to participate in this meeting but shall not be counted as part of establishing a quorum.

Section 2.  Special Meetings. Special meetings of the Members may be called by the Commodore, the LIYC Board, or not less than ten percent (10%) of the total number of Regular Members. The time and place of such special meetings shall be fixed by the LIYC Board.

Section 3.  Notice of Meetings. At the direction of the Commodore or the Secretary, written notice stating the place and time of any meeting of the Members shall be given to each such Member not less than ten (10) nor more than thirty (30) days before the date of such meeting, by any manner described in Sections 5511, 20, and 21 of the California Corporations Code, including, without limitation, by personal delivery, by electronic transmission (including email), or by mail or other means of written communication, addressed to the Member at his or her address appearing on the books of LIYC or given by the Member to LIYC for purpose of notice. If a Member does not inform the Secretary of his or her current address or email address, the Member is deemed to have affirmatively waived entitlement to notice. In case of a special meeting or when required by statute or by these Bylaws, the purpose(s) for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the Member at the address as it appears on the records of LIYC, with postage thereon prepaid. If sent by electronic means, the notice shall be deemed delivered when sent.

Section 4.  Quorum and Conduct. The Regular Members holding ten percent (10%) of the votes which may be cast at any Annual or Special Meeting shall constitute a quorum at such meeting.

Article IV: Officers and Directors

Section 1.  General Powers, Number and Tenure of the LIYC Board. The affairs and property of LIYC shall be managed by the LIYC Board consisting of the Commodore, Vice Commodore, and Rear Commodore (collectively “Flag Officers”) and six (6) other directors (“Directors”).

A.     Only Regular Members, other than Significant Others, are eligible for election as Flag Officers. Flag Officers shall be elected and hold office for a term of one (1) year or until their respective successors shall have been elected and qualified.

B.     All Regular and Associate Members are eligible for election as Directors, however not more than two (2) Associate Members shall serve concurrently as Directors. Directors shall be elected and hold office for the term of three (3) years and until their respective successors shall have been elected and qualified, two (2) such Directors being elected at each Annual Meeting in addition to such number as shall be necessary to fill the unexpired term of vacancies existing as of the day of the Annual Meeting.

C.     A vacancy in any office because of death, resignation, removal or otherwise, may be filled by the LIYC Board for the unexpired portion of the term.

D.     A minimum of fifty percent (50%) of the LIYC Board shall be required to be present in person or via teleconference for any LIYC Board meeting where vote is taken on any action put forth before the LIYC Board.

Section 2.  Officers and Duties.

A.    The Commodore shall be the chief executive of LIYC, and shall preside at the meetings of the Members and the LIYC Board, and, with the Secretary or Treasurer, execute all written contracts, conveyances and obligations of LIYC and perform such other duties as the Members or the LIYC Board may prescribe from time to time. The Commodore shall only vote on any motion put forth before the LIYC Board in case of a tie.

B.    The Vice Commodore shall assist the Commodore in the discharge of his or her duties and, in his absence or in case of a vacancy in the office of Commodore, shall act as Commodore. Among his or her duties shall be supervision of the Sailing Committee, Adult sailing program, Junior Sailing Program, the Race Committee, and the yearbook.

C.    The Rear Commodore shall assist the Commodore and Vice Commodore in the discharge of their duties and, in their absence or in the case of vacancy in the office of Vice Commodore shall act as Vice Commodore. Among his or her duties shall be coordination of LIYC’s social events with the help of the Social Committee, if any.

D.    Flag Officers and Directors shall regularly attend meetings of the LIYC Board. Unexcused absence from three (3) or more LIYC Board meetings shall vacate such Director’s position. Directors shall be assigned duties by the Flag Officers.

Section 3.  Staff Commodores. Each Commodore, upon completion of his or her term, shall become a Staff Commodore. The most junior of the Staff Commodores shall be designated the Junior Staff Commodore. Staff Commodores shall be available to advise and assist the Flag Officers.

Section 4.  Honorary Staff Commodores. With advice and consent of a majority of Staff Commodores, the LIYC Board, by an affirmative vote of a majority of the Flag Officers and Directors present at a regular or special meeting of the LIYC Board, may appoint Honorary Staff Commodores.

Section 5.  Appointed Officers. The Commodore, with the approval of the LIYC Board, shall appoint a Secretary and Treasurer and such other officers of LIYC including but not limited to a Judge Advocate, Fleet Captain(s), Port Captain(s), Quartermaster, Fleet Surgeon, and Historian.

A.    Duties of the Secretary. The Secretary shall attend all meetings of the Members and of the LIYC Board and shall record all acts and proceedings thereof in the minute book of LIYC. The Secretary shall give notice in conformity with these Bylaws and applicable law of all meetings of the Members and of all meetings of the LIYC Board and any committee thereof requiring notice. The Secretary shall perform all other duties given him or her in these Bylaws and other duties commonly incident to this office and shall also perform such other duties and have such other powers as the LIYC Board shall designate from time to time. The LIYC Board may appoint an Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and such Assistant Secretary shall perform other duties commonly incident to this office and shall also perform such other duties and have such other powers as the LIYC Board shall designate from time to time.

B.    Duties of the Treasurer. The Treasurer shall be the chief financial officer and shall keep or cause to be kept the books of account of LIYC in a thorough and proper manner and shall render statements of the financial affairs of LIYC in such form and as often as required by the LIYC Board or the Commodore. The Treasurer, subject to the order of the LIYC Board, and, except as provided in Article VI, shall have the custody of all funds and securities of LIYC. The Treasurer shall perform other duties commonly incident to this office and shall also perform such other duties and have such other powers as the LIYC Board shall designate from time to time. The LIYC Board may appoint an Assistant Treasurer (or Junior Treasurer) to assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and such Assistant Treasurer shall perform other duties commonly incident to this office and shall also perform such other duties and have such other powers as the LIYC Board shall designate from time to time.

C.    Duties of Other Appointed Officers. Other appointed officers of LIYC shall supervise and coordinate activities under their charge and perform such other duties as may from time to time be designated by the LIYC Board. Appointed officers shall regularly report to the LIYC Board.

Article V: Committees

Section 1.  Appointment of Chairpersons. At the first meeting of the LIYC Board following the Annual Meeting, the Commodore, with the approval of the LIYC Board, shall appoint chairpersons of the committees of LIYC to serve at the pleasure of the LIYC Board, excepting the Nominating Committee, the members of which shall be recommended by the Flag Officers and approved by the LIYC Board in advance of the Annual Meeting so that the Nominating Committee may perform its duties.

Section 2.  Standing Committees. The standing committees of LIYC shall be as follows:

A.     Sailing Committee. A Sailing Committee may be formed under the direction of the Vice Commodore to coordinate all Junior and Adult sailing activities and regattas. Members of the Sailing Committee shall include the Vice Commodore, Junior/Senior Liaison, and Junior Booster Committee Chairman. Additional members may be appointed by the Vice Commodore. A Junior Booster Committee may be formed to provide support for the Junior Sailing Program and give parents of Junior Members and Guest Participants an opportunity to support and participate with their children. The Junior Booster Committee shall operate under the direction of the Sailing Committee. The Sailing Committee shall appoint a Junior Booster Chairman from among its members.

B.     Race Committee. The Race Committee may be formed to direct and have control of all races sailed under the auspices of LIYC, and shall make an official report of the results of each race to the publicity chairman in writing immediately thereafter and deliver a copy of all such results for the year to the Secretary at the end of its tenure.

C.    Protest Committee. The Protest Chair or if applicable members of the Protest Committee, shall hear and determine all protests, in accordance with the current International Sailing Federation racing rules, as adopted by the United States Sailing Association.

D.    Membership Committee. The Membership Committee shall accept all applications for membership to LIYC on a form of application approved by the LIYC Board and shall, after due investigation and interview, submit said applications together with their findings and recommendations to the LIYC Board.

E.    Social Committee. The Social Committee may be selected by and work under the direction of the Rear Commodore. The Social Committee shall assist the Rear Commodore with planning and execution of, including recruiting volunteers for, the social events of LIYC.

F.    Nominating Committee. The Nominating Committee shall be five (5) in number and chaired by the Junior Staff Commodore or a Staff Commodore, with the remaining members appointed by the Commodore and approved by the LIYC Board selected from the Regular Member membership. No member may serve on the Nominating Committee for more than two (2) consecutive years. The Commodore, Vice Commodore, and Rear Commodore shall be invited to provide input and recommendations to the Nominating Committee, but shall not be present during deliberations and voting.

(1) The Nominating Committee shall nominate candidates for the positions to be filled at the Annual Meeting, and shall hand its selections to the Secretary at least four (4) weeks prior to the Annual Meeting. The Secretary shall cause the list of nominees named by the Nominating Committee to be posted on the LIYC bulletin board at least three (3) weeks prior to the Annual Meeting, and shall maintain said list upon said LIYC bulletin board for a period of at least two (2) weeks following the posting thereof. In the notice to all Regular Members of Annual Meeting required above in Article III, Section 3, the Secretary shall include a list of the nominees named by the Nominating Committee.

(2) Additional nominations may be made by petition, signed by at least fifteen (15) Regular Members in good standing, presented to the Secretary at least fifteen (15) days prior to the Annual Meeting. If such petitions are filed, it shall be the duty of the Secretary to give notice to all Regular Members as soon as possible, a new list showing all persons nominated. Only persons nominated by the Nominating Committee or by petition as aforesaid shall be eligible for election.

(3) The annual election of Flag Officers and Directors shall be held at the Annual Meeting. Incumbent officers shall hold office until all business, including election of officers has been completed. However, before adjournment the incoming officers shall be duly installed.

G.    Bylaw Committee. A Bylaw Committee may be formed as determined by the Commodore and the Judge Advocate to review and recommend changes to the LIYC Bylaws, as needed.

Section 3.  Committee Reports. The standing committees shall present a full report of their activities, as appropriate, at the monthly meetings of the LIYC Board.

Article VI: Club Finances

Section 1.  Initiation Fees, Annual Dues and Assessments.

The initiation fees, annual dues and assessments shall be such amounts as shall be determined by the LIYC Board from time to time, subject to the following:

1.      Dues and assessments shall be payable in advance before the first day of January in each fiscal year;

2.      The annual dues for Regular Members shall not increase by more than 10% per year from the previous year;

3.    New Members who are accepted on or after October 1 shall be Members for the following year without additional dues;

4.    No initiation fee will be required for a change in membership category or sub-category.  Only one initiation fee shall be charged to any Member that maintains continuous membership regardless of categorical changes;

5.    Assessments may only be made and expended for the construction and acquisition of capital improvements and furnishings or the hiring of staff necessary to carry out the operations of LIYC as determined, approved and managed by the LIYC Board.

Section 2.  Activity Fees. LIYC may charge a fee for the use of instructors and equipment and the participation in the Junior Sailing Program, and for any sanctioned social or other activity of LIYC.

Section 3. LIJYC and Junior Sailing Program Funds. All funds raised by LIJYC and the Sailing Committee shall be maintained in a separate account overseen by the Vice Commodore and Junior Treasurer, or if applicable, the Treasurer, and used to further the Junior Sailing Program. Financial information regarding LIJYC and the Junior Sailing Program shall be regularly reported to and accepted by the LIYC Board in the same manner as are reports of the Treasurer with respect to LIYC’s general bank accounts.

Section 4.  Financial Statements. Prior to each Annual Meeting, or as soon thereafter as is reasonably practicable, LIYC shall make available to its Members a copy of a balance sheet and income statement for the current fiscal year to date. The annual financial statements shall be prepared from the books and records of LIYC and may be unaudited unless the LIYC Board for good reason requests that such financial statements be audited. Monthly income statements and balance sheets shall be presented at each regular meeting of the LIYC Board for acceptance. The annual financial statements and any other financial statements when requested by the Commodore or the LIYC Board shall include all LIYC and LIJYC activities and bank accounts.

Section 5.  Bank Accounts, Checks, Drafts, Evidences of Indebtedness. Except as otherwise provided in these Bylaws, the LIYC Board may from time to time designate by resolution the person or persons who are authorized signatories for any of LIYC’s bank accounts, credit and/or debit cards. Except as otherwise provided in these Bylaws, the LIYC Board may from time to time determine by resolution which additional person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to LIYC.

Article VII: Corporate Seal

Lido Isle Yacht Club, Incorporated 1928.

Article VIII: Affiliations

Membership shall be maintained in the S.C.Y.A. and in such other organizations as the LIYC Board may determine.

Article IX: Racing Rules

The current rules for the International Sailing Federation as adopted by the United States Sailing Association shall govern all racing unless otherwise ordered by the race committee.

Article X: Lido Isle Junior Yacht Club

Section 1.  Lido Isle Junior Yacht Club (“LIJYC”). The LIJYC was formed to further the purposes of yachting, racing, social and other activities of LIYC Junior Members. LIJYC shall be part of LIYC and not a separate legal entity. LIJYC shall be governed by its own bylaws, which shall be approved by the LIYC Board and shall be consistent with the rules and policies currently in place of LIYC and LICA. LIJYC shall have a board of directors (“Junior Board”), consisting of a Commodore and such other officers and committees as may be approved by the LIYC Board. In addition to any specific eligibility requirements set forth in the LIJYC Bylaws, to remain eligible to serve as an officer or member of the Junior Board, a Junior Member must: (i) be at least eleven (11) years old as of the date of his or her election or appointment; AND (ii) be participating or instructing in the Junior Sailing Program or sailing under the Lido burgee during their term. The LIYC Commodore shall appoint a Junior/Senior Liaison to advise the LIJYC Board and represent LIJYC before the LIYC Board.

Section 2.  Members. Every Junior Member shall automatically be a member of LIJYC. Guest Participants and Racing Skippers do not qualify for Junior Member status.

Section 3.  Junior Sailing Program. The Junior Sailing Program shall be under the direction of the Vice Commodore. The Vice Commodore, with the approval of the LIYC Board, may hire a Sailing Director to run the LIYC sailing programs and sailing events. LIYC may assess a fee for participation in the Junior Sailing Program. Only LIJYC Members and approved Sponsored Guest Participants and Racing Skippers under age eighteen (18) shall be entitled to participate in the Junior Sailing Program.

Article XI: Parliamentary Authority

Unless inconsistent with these Bylaws and the Articles of Incorporation, Robert’s Rules of Order, as currently revised, shall govern the conduct of all meetings of LIYC.

Article XII: Amendments

These Bylaws may be amended by a majority vote of the Regular Members in good standing and eligible to vote present in person at any regular or special meeting of LIYC, provided a copy of the proposed amendment, stating that it will be acted upon at said meeting, shall have been mailed (either electronically or via U.S. Mail) to every Regular Member, using their contact information currently on file with LIYC, with the notice of said meeting not less than ten (10) days prior to the date of the meeting. Any amendment so offered must first be proposed by the LIYC Board or by ten percent (10%) of the Regular Members in good standing and eligible to vote, who shall send it to the Secretary, signed by the proposers. As soon as possible after the receipt by the Secretary of any such proposed amendment, the Commodore shall call a meeting of the LIYC membership for its consideration and action, unless the date of a regular meeting of the LIYC membership occurs within two months, in which case the amendment shall be considered at such regular meeting.

Article XIII: Indemnification

LIYC shall be empowered to indemnify its Directors, Officers, employees, committee members and other agents against any and all claims, including advancement of expenses incurred in the defense of such claims, arising from such persons’ performance of their duties on behalf of LIYC, to the full extent permissible under California law, provided that such Director, Officer, employee, committee member, or other agent acted in good faith for a purpose which he or she reasonably believed to be in the furtherance of LIYC business and activities. LIYC shall be further empowered to utilize LIYC resources to purchase Directors and Officers liability insurance coverage for such purpose.

Notes: As amended December 2, 1978, December 3, 1983, December 3, 1988, December 7, 1991, December 14, 1992, December 3, 1994, December 6, 1997, December 6, 2002, December 7, 2003, December 2, 2006, December 4, 2010, December 3, 2011, December, 2013, December, 2014 and December 1, 2018.

[1] All references to “age” for the purposes of eligibility are as of January 1 of the current membership year period.
[2] Son, Daughter, Grandchild, Great Grandchild, Brother, Sister, Niece, Nephew, and First Cousin.