AMENDED AND RESTATED
BYLAWS
of the
MAXINKUCKEE YACHT CLUB
ARTICLE I
Name
The name of the corporation is the Maxinkuckee Yacht Club, Inc. (“MYC”), an Indiana 501(c)(7) nonprofit organization organized and operating under the laws of the State of Indiana.
ARTICLE II
Purpose and Limitations
Section 1. Purpose. The MYC’s purpose is to promote sailing activities among the members, and also:
a. To aid, assist and instruct the members in the art of sailing, boating and other associated water activities.
b. To promote social activities for the pleasure of its members.
c. To affiliate on behalf of its members with other sailing clubs, groups, associations or corporations as may be necessary to fulfill the purposes authorized herein.
d. To do any and all things permitted by the Laws of Indiana in accordance with the Burns Indiana Statutes 25-507, et seq., as replaced by the Indiana Nonprofit Corporation Act of 1991, as amended, codified at Ind. Code Ann. §§23-17, et seq.
Section 2. Limitations. Notwithstanding anything to the contrary in the Articles of Incorporation of the MYC or these Bylaws, the purposes and powers of the MYC shall be limited as follows:
a. No part of the net earnings of the MYC shall inure to the benefit of, or be distributable to, any of the MYC’s directors, trustees, officers, members, or other private persons. However, the MYC may pay reasonable compensation for services rendered and make payments and distributions in furtherance of its purpose.
b. No substantial part of the activities of the MYC shall consist of attempts to influence legislation; the MYC shall not participate in, or intervene in, by publishing or distributing political statements or otherwise, any political campaign on behalf of or in opposition to any candidate for public office.
ARTICLE III
Members
Section 1. Membership classes. The membership of the MYC shall be divided into two classes:
a. Adult Members. An Adult Member of the MYC shall be eighteen (18) years of age or older. Member, his or her partner, and any dependent children under the age of twenty-one (21) comprise a single Adult Membership.
b. Junior Members. Persons seventeen (17) years of age or younger may serve as non-voting Junior Members.
Section 2. Membership Dues. All Members shall pay annual dues in an amount set by the Board of Directors.
Section 3. Membership in Good Standing and Privileges. An annual membership term shall commence upon the Member’s completion of the membership form and annual dues payment and end on March 31 of the following calendar year. Adult Members who have paid their annual dues shall be considered in Good Standing. Each Adult Member in Good Standing shall have one (1) vote at the Annual Meeting of the membership. An Adult Member in Good Standing is eligible to serve as a Director or Officer of the MYC.
Section 4. Membership Transferability and Termination. No MYC Membership shall be transferrable.
Section 5. Non-discrimination. Membership to the MYC shall be granted on a non-discriminatory basis. No candidate for membership in the MYC shall be denied membership based on age, disability, race, national origin, religious affiliation, gender, or any other grounds prohibited by law.
Section 6. Annual Meeting of the Membership. The Annual Meeting of the Members and Board of Directors (the “Annual Meeting”) shall take place in August or September of each calendar year. Each Adult Member in Good Standing shall have one (1) vote for each matter up for membership vote.
ARTICLE IV
Board of Directors
Section 1. Powers. The business and affairs of the MYC shall be managed and controlled by the Board of Directors (the “Board”), subject to any applicable law, the Articles of Incorporation, and these Bylaws.
Section 2. Board Composition. The Board will consist of six (6) elected officers, two (2) appointed officers, and one (1) Rear Commodore, or such other members as increased or decreased by a duly adopted resolution of the Board.
a. The elected officers shall include:
i. Commodore
ii. Vice Commodore
iii. Second Vice Commodore
iv. Treasurer
v. Recording Officer
vi. Sailing Officer
b. Following his or her election, the Commodore shall appoint two (2) additional officers.
c. The previous year’s Commodore will serve as Rear Commodore.
d. The Commodore will serve as the presiding member of the Board.
e. The Board members are the Officers of the MYC.
Section 3. Nomination and Election of Board of Directors. At the Annual Meeting, the Rear Commodore will Chair a group of Past Commodores to nominate and present a slate of candidates for the six (6) elected offices. Such Officers/Directors will be elected by an affirmative majority vote of those Adult Members present at the Annual Meeting.
Section 4. Number. The Board of Directors shall consist of no fewer than five (5) and no more than nine (9) Directors. Subject to these limitations, the number of Directors may be increased or decreased from time to time by a duly adopted resolution of the Board.
Section 5. Terms of Office. To ensure continuity and orderly turnover of the Board membership, the Board/Officers shall serve terms as follows:
a. Commodore Directors. Unless sooner terminated by death, incapacity, resignation, or removal, the Second Vice Commodore will serve for a four-year term comprised as follows: one (1) year term as the elected Second Vice Commodore, one (1) year term as the elected Vice Commodore, one (1) year term as the elected Commodore, and one (1) year term as Rear Commodore.
b. Non-Commodore Elected Directors. The Treasurer, Recording Officer, Sailing Officer and any other non-Commodore elected Officer/Director shall serve for a term of one (1) year, unless sooner terminated by death, incapacity, resignation or removal. Each non-Commodore Director is eligible for re-election in accordance with the process established by the Nomination Committee.
c. Commodore-Appointed Officers. The two (2) Commodore-Appointed Officers shall each serve for a term of one (1) year, with such term terminating upon the expiration of the appointing Commodore’s term.
Section 6. Meetings of the Board of Directors.
a. Annual Meeting. The Annual Meeting of the MYC shall be held in the month of August or September at such time and place as determined by the Board. The purpose of the Annual Meeting shall be to elect Officers/Directors, fill any vacancies, and review the year-to-date financial report. Other business may be conducted at the Annual Meeting.
b. Regular Meetings. In addition to the Annual Meeting, there shall be at least two (2) Regular meetings of the Board at such time and place as determined by the Board. The purpose of the Regular Meetings shall be to fill any vacancies, review the year-to-date financial reports and prepare for the social and sailing season. Other business may be conducted at Regular meetings.
c. Special Meetings. Special meetings by the Board of Directors may be called upon the request of the Commodore or by a majority of the Directors.
d. Notice. Notice stating the place, date, and time of a meeting of the Board shall be delivered to each Director before the meeting. Notice shall be sent by electronic mail or other form of communication at the address shown upon the records of the MYC. In the case of a Special Meeting, such notice shall state the nature of the business to be considered at the Special Meeting.
e. Quorum, Voting, and Attendance. A majority of the nine (9) Directors shall constitute a quorum for the transaction of business. If fewer than a quorum is present, the majority present may adjourn the meeting without further notice. If a quorum is present when the meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, despite the departure of one or more Directors.
i. Attendance. Directors may participate in any meeting of the Board by means of conference telephone or other similar communications equipment by which all persons participating in the meeting can hear each other. Participation in a meeting in this manner constitutes presence in person at the meeting. Directors may invite Committee Leads to attend meetings.
ii. Voting. Each Director present shall be entitled to one (1) vote on all matters to come before the Board. Directors may not attend a meeting by proxy but are able to vote on Board resolutions in absentia by submitting their vote in writing before the meeting or within twenty-four (24) hours after the meeting.
iii. Presumption of Assent. A Director who is present at a meeting at which action on any corporate matter is taken is presumed to have assented to such action unless a dissent is entered in the meeting minutes or he or she delivers written notice of his or her dissent or abstention to the presiding officer before adjournment.
iv. Manner of Acting. At any meeting at which a quorum was present when the meeting was convened, the act of a majority of the Board when a vote is taken shall be the act of the Board, unless the law, the Articles of Incorporation, or these Bylaws require a greater number to act.
v. Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting and with the same force and effect as if taken at a duly convened meeting if authorized in a writing signed by two-thirds of all Directors. Signatures may be obtained by counterpart, and such writing(s) shall be filed with the regular minutes of the Board.
Section 7. Vacancies. Vacancies may be filled by the affirmative majority vote of the remaining Directors then in office. A Director so chosen shall serve for the balance of the unexpired term of the vacant office. When a vacancy on the Board exists, in advance of a meeting, the Commodore or Treasurer may receive nominations for new Directors from the present Directors. These nominations shall be sent to the present Directors with the regular meeting announcement, to be voted upon at the next meeting. The Board has the power to fill or leave unfilled, until the next election, all vacancies occurring on the Board.
Section 8. Removal. A Director may be removed from office, with or without cause, by an affirmative two-thirds vote of the remaining Directors at a duly called meeting. The meeting notice must state that the purpose, or one of the purposes, of the meeting is to remove said Director.
Section 9. Resignation. A Director may resign from the Board at any time. Resignation from the Board must be in writing and received by the Treasurer or Commodore. The resignation will take effect upon delivery of the notice unless the notice specifies a later effective date.
Section 10. Compensation and Expenses. Directors shall serve without compensation. However, Directors may be reimbursed for reasonable expenses incurred in the discharge of their duties as Director. A Director shall not be prevented from receiving compensation for other services to the MYC because he or she is a Director of the MYC.
Section 11. Standard of Conduct. A Director shall discharge his or her duties as a member of the Board in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
ARTICLE V
Officer Powers and Duties
Section 1. Officer Powers and Duties. The business and affairs of the MYC shall be managed and controlled by the Board of Directors (the “Board”). Directors will provide guidance and oversight to specific Committees and Sub-Committees as outlined in Roles & Responsibilities document published the MYC website. In addition to such powers and duties described elsewhere in these Bylaws or as may be delegated to them by the Board of Directors, the powers and duties of the Elected Officers of the MYC shall be:
a. Commodore. The Commodore shall be the Chief Executive Officer of the MYC and will preside over all meetings of the Members and the Board. The Commodore will manage and conduct the affairs of the MYC, approve expenditure requests and ensure that all Committees receive appropriate oversight. The Commodore shall make two (2) appointments to the Board of Directors. The Commodore may serve as an ex-officio member of any Committee or Sub-Committee.
b. First and Second Vice Commodore. The First and Second Vice Commodores shall support the Commodore in managing MYC affairs, and preside over meetings of the and the Board in the Commodore’s absence.
c. Recording Officer. The Recording Officer shall support the Board of Directors and Committees by assisting with communications to Members about Social and Sailing activities. The Recording Officer shall post notice of meetings when required by these Bylaws, record the minutes of all meetings of the Members and the Board and accurately record all votes by the Members and Board.
d. Treasurer. The Treasurer shall be responsible for all monies and other assets received or disbursed by the MYC. The Treasurer will keep accurate accounts of all monies and assets of the MYC, deposit all MYC monies in such bank as may be approved by the Board, collect all billings for the MYC, prepare or cause to be prepared and filed any federal or state information or tax returns required to be filed on behalf of the MYC, and disburse the monies of the MYC as directed by the Board. The Treasurer shall work with the Board to prepare a budget, provide financial updates, and approve expenditures in the accordance with standards established, documented and available to all Board Members.
e. Sailing Officer. The sailing officer shall coordinate sailing activities and guidelines; oversee maintaining operable sailing equipment; and act as a liaison to other sailing groups with which MYC wishes to associate.
f. Appointed Officers. The two (2) officers appointed by the Commodore shall be advisory positions to maintain continuity with MYC traditions and best practices. They may oversee or assist with Committees of the MYC as mutually agreed by the Board.
g. Rear Commodore. As the immediate past Commodore, the Rear Commodore shall help maintain continuity within the MYC, support the new Commodore during their time in office, and serve as chair of the Nominating Committee.
ARTICLE VI
Committees
Section 1. Committee Formation. The Board of Directors may create such committees as it deems appropriate as designated by resolution of the Board of Directors. The function of any committee is as an advisory group to the Board, and the Board shall designate and its duties and responsibilities.
a. Director Requirements. Except as otherwise provided in such resolution, committee members are not required to be Directors.
b. Authority. Each committee of the Board may exercise the authority of the Board to the extent it specifies, provided that a committee shall not take any of the following actions: (a) authorize distributions; (b) fill vacancies on the Board; (c) adopt, amend or repeal the Articles of Incorporation or these Bylaws; or (d) fix compensations.
c. Committees. A list of Committees will be published to the MYC website and refreshed annually. Each approved committee will have a charter statement and declaration of whether it requires funding.
i. If a committee requires funding, a budget shall be proposed by the Treasurer and approved by resolution of the Board of Directors. The budget shall be communicated to the Committee Chair in writing or by sharing meeting minutes documenting the approved budget.
ii. Details about the financial operations of committees shall be available to Members upon request.
d. Meetings and Reporting. Committees shall meet as often as the Committee Chair deems necessary. Committee Chairs may attend any regular or special meetings of the Board. Committee Chairs shall provide regular updates to the Board of Directors.
e. Committee Expenditures and Budget. Upon the Board of Directors approval of the MYC Budget for each fiscal year, each Committee Chair shall receive their Committee’s approved budget. Should the Committee’s expected expenditures exceed the budgeted amount, before making the expenditure, the Committee Chair shall seek approval from the overseeing Board member who will work with the Treasurer as set forth in Article V, Section 1 (d) to allow or disallow the expenditure.
Section 2. Nominating Committee. The Nominating Committee is a standing committee consisting of the Rear Commodore as chair and all past commodores who are active members of the club. The Nominating Committee shall present a slate of nominations for officers of the club to Members at the Annual Meeting.
ARTICLE VII
Indemnification
Section 1. Indemnification of Directors and Officers. Every person (including his or her heirs, executors or administrators) who is or was a Director, Officer, Committee Chair or Fleet Captain of the MYC shall be indemnified by the MYC against all liability and reasonable expenses incurred by such person in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason that such person was serving in any capacity for and on behalf of the MYC. The indemnification shall apply only if the Director, Officer, Committee Chair, or Fleet Captain is determined to have acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the MYC, and with respect to any criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.
The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Director, Officer, Committee Chair, or Fleet Captain did not act in good faith and in a manner that the Director, Officer, Committee Chair, or Fleet Captain reasonably believed to be in or not opposed to the bests interests of the MYC and, with respect to any criminal action or proceeding, the Director, Officer, Committee Chair, or Fleet Captain had reasonable cause to believe his or her conduct was unlawful.
No indemnification shall be made in respect of any claim, issue, or matter as to which the Director, Officer, Committee Chair, or Fleet Captain shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the MYC, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such Director, Officer, Committee Chair, or Fleet Captain is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section 2. Mandatory Indemnification. To the extent that a Director, Officer, Committee Chair, or Fleet Captain has been successful, on the merits or otherwise, in the defense of any proceeding referred to in Section 1 of this Article, or in the defense of any claim, issue, or matter therein, the MYC shall indemnify such Director, Officer, Committee Chair, or Fleet Captain against reasonable expenses incurred by him or her related to the proceeding.
Section 3. Authorization of Indemnification. Unless ordered by a court, any indemnification under this Article shall be made by the MYC only as authorized upon a determination that indemnification of the person in the specific case is appropriate because the person has met the standard of conduct set forth in Section 1 of this Article and upon an evaluation of the reasonableness of the expenses incurred. The determination and evaluation shall be made as follows:
a. By a majority vote of a quorum consisting of Directors who are not parties to the proceeding;
b. If no quorum described in (a) above is obtainable, then by a majority vote of a committee consisting of at least two directors who are not at the time parties to the proceeding; or
c. By independent legal counsel in a written opinion, with such counsel being selected by the majority vote of the Board of Directors or its committee in the manner described in subparagraph (a) or (b).
Section 4. Non-Exclusivity of Rights. The indemnification provisions in this Article are not exclusive, and shall not limit other rights to which such person, his or heirs, executors, or administrators may be entitled to under the law.
Section 5. Indemnification of Employees and Agents. The MYC may, to the extent authorized by the Board of Directors, indemnify and advance expenses to any employee or agent of the MYC to the extent of the provisions of this Article with respect to the indemnification of any Director or Officer of the MYC.
Section 6. Bylaws or Indiana Law Changes. Should the indemnification provisions of this Article VII of these Bylaws or Indiana Code §§23-17 et seq., be amended, repealed, or replaced, then the indemnification to which any person shall be entitled under this Article shall be determined by the changed provisions to the extent that the changes allow for broader indemnification rights. The Board of Directors is authorized to amend these Bylaws to conform to any such statutory changes.
ARTICLE VIII
Contracts, Disbursements, and Deposits
Section 1. Contracts. The Board of Directors may authorize any one or more officers or agents of MYC, in addition to the officers otherwise authorized by these Bylaws, to enter any contract or execute and deliver any instrument in the name of and on behalf of the MYC; and such authority may be general or confined to specific instances. The MYC shall not be obligated by any officer, agent, or employee for any purpose other than in the ordinary course of business or pursuant to an approved budget without specific approval by the Board of Directors.
Section 2. Checks, Drafts and Other Evidence of Indebtedness. All disbursements of funds by the MYC shall be made by check, draft, or other written or recorded evidence of indebtedness; and all such instruments shall be signed by such officers, employees or agents as may be specified in depository resolutions adopted by the Board of Directors.
Section 3. Deposits. All funds received by the MYC shall be deposited to the credit of the MYC in such banks, trust companies, or other depositories and under such conditions as the Board of Directors may designate. For purposes of making any such deposits, any person or persons to whom such power is delegated by the Commodore or Treasurer may endorse, assign, and deliver checks, drafts, or other orders for the payment of money which are made payable to the MYC.
Section 4. Loans. No loans shall be contracted on behalf of the MYC, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific matters, provided, that no loans shall be made to Directors or Officers.
Section 5. Gifts. The Board of Directors may accept on behalf of the MYC any contribution, gift, bequest, endowment fund, or devise from any person, firm, or corporation for the general purposes of the MYC or for any special purpose consistent with the purposes and functions of the MYC. Any funds received for a special purpose may be placed in a special deposit or otherwise segregated on the books of the MYC, as determined by the Board and executed by the Treasurer of the MYC.
ARTICLE IX
Conflicts of Interest
Whenever a Director or Officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall:
a. Fully disclose the nature of the interest and
b. Withdraw from discussion, lobbying, and voting on the matter.
Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the MYC to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
Should a Director or Officer become aware of any conflict of interest involving another Director or Officer, they should report such conflict to a disinterested Commodore or Vice Commodore. The disinterested Directors shall afford the potentially interested Director or Officer an opportunity to explain the alleged failure to disclose the conflict, and any transaction or vote involving the potential conflict of interest shall be conducted as set forth above.
ARTICLE X
Miscellaneous
Section 1. Fiscal Year. The fiscal year of the MYC shall begin on the first day of January and shall end upon the last day of December of each year.
Section 2. Insurance. The MYC shall evaluate the purchase or maintenance of a policy of directors’ and officers’ liability insurance covering the members of the Board and Committee Charis in an appropriate amount upon such terms as determined by the Board. The Board Commodore and Treasurer shall conduct an annual review of the status of the MYC’s insurance and make appropriate reports and a resolution to be voted on by the Board of Directors. The results of this decision shall be recorded in meeting minutes.
ARTICLE XI
Amendments to and Adoption of Bylaws; Inspection of Records
Section 1. Amendment of Bylaws and Effective Date. These Bylaws may be altered, amended, restated, or repealed by a two-thirds vote of the Board of Directors. These Bylaws shall become effective upon passage and adoption by the Board of Directors.
Section 2. Inspection of Books and Records. The original or a copy of the MYC’s Articles of Incorporation and these Bylaws, as amended or otherwise altered to date, certified by the Treasurer shall be kept in the principal office of the MYC and in the custody of the Treasurer of the MYC. All books and records of the MYC shall be open to inspection by the Officers and Directors for any proper purpose at any reasonable time.
The foregoing Amended and Restated Bylaws of the Maxinkuckee Yacht Club were adopted at a meeting of the Board of Directors on _____________________, 2025.
____________________________________
Susan Wells
Commodore, Maxinkuckee Yacht Club, Inc.
________________________________
Attested by:
Recording Officer, Maxinkuckee Yacht Club, Inc.