Amended bylaws for BPYC

1. BIDDEFORD POOL YACHT CLUB, INC.
AMENDED AND RESTATED BY-LAWS
(August 6, 2011)
ARTICLE 1
NAME AND PURPOSE
The name of this corporation shall be The Biddeford Pool Yacht Club. Its purpose shall
be to take and hold by purchase, gift, device or bequest, personal and real estate for the
furtherance, support and maintenance of a Yacht Club at the Biddeford Pool, County of York
and State of Maine, where the members may meet for mutual social advantages and may receive
instruction in boating, sailing, seamanship and aquatic athletics.
ARTICLE 2
MEMBERSHIP
A. Yacht club membership shall consist of the following subcategories of
membership: (A) Season Members, which are those persons who have been elected to
membership and pay full season dues as either a full season Individual member, a full season
Junior member or a full season Family member and are entitled to full use of all club facilities
during an entire season; (B) other membership subcategories established by resolution adopted
by the trustees and set forth in the Club’s policy and procedures manual.
B. Voting members shall consist of all those members who, as of the date of any
annual meeting of members called under Article 4 of these by-laws, or as of the date of any
special meeting called under Article 5 of these by-laws are Season Members in good standing,
and who have been Season Members in good standing during each of the previous two seasons,
for a total of three uninterrupted seasons. For the purpose of qualifying for voting membership
the term “good standing” includes, without limitation, payment of all dues, charges and
assessments owed prior to the date of the Annual Meeting of Voting Members. A voting member
who withdraws from the Club, is debarred or suspended from the Club by the Board of Trustees,
or who reduces his or her membership in any year to a subcategory other than Season
Membership, shall not thereafter resume voting member status until such person has maintained
a Season Membership in good standing for each of two consecutive years. In the case of Family
memberships, only one member of a family holding a Family membership who has attained the
age of eighteen shall be eligible to cast the member’s vote and the family shall designate on the
annual dues form, or by such other means as required by the Trustees and reflected in the Club’s
policy and procedures manual, who in the family will cast its vote. That individual shall be
maintained on the Club’s roster of voting members until he or she is formally replaced by
another member of the family. If a person designated to cast the vote of a Family member
becomes an Individual Season Member in his or her own right, such person shall no longer be
eligible to cast a vote for the Family member, which must designate another member of the
family to exercise its voting rights. No person may cast more than one vote except by holding a
proxy for another member. A person who upon becoming the age of eighteen becomes a Season
Member, having previously been entitled to use of the Club facilities as a member of a family

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which maintained a Family membership may include the years of such person’s family’s Family
membership as counting towards satisfaction of the three-year requirement.
C. A person who is a voting member of the Club as of August 2, 2001 and who was
not on such date a Season Member shall not be required to become a Season Member to remain a
voting member, so long as such person continuously thereafter maintains a Club membership of
the same subcategory of membership such person had on August 2, 2001 or converts to a higher
dues-paying subcategory. If such person becomes a Season Member, his or her grandfathered
voting privileges under this paragraph shall expire, and such person’s voting privileges shall
remain only so long as such person remains a Season Member.
D. A person who reduces his or her membership in any year to a category that does
not qualify for voting membership, or who is otherwise a qualified voting member who has not
paid his or her dues for the current year as of the date of the annual meeting of voting members
for that year shall not be entitled to cast a vote at such meeting. The voting rights of a voting
member who is denied voting privileges for any reason shall not be restored until he or she has
met the requirements for voting membership set forth in subparagraph B. of this Article.
E. Voting members my vote personally or by proxy. The total number of
memberships permitted in each class of membership may be established by the Trustees who
shall take into consideration the capacity of the Club infrastructure and staff in establishing such
limits. Persons not currently members of the Club may be elected to membership upon written
application to the Board of Trustees in accordance with admissions criteria established by the
Trustees.
F. All members shall be entitled to fly the Club burgee, to have a private signal
registered with the yeoman (Secretary), and to enter the Club property at such times and under
such conditions as may be prescribed by the Board of Trustees.
G. Any member, if found by the Board of Trustees following an informal hearing
held on at least five (5) days notice, to have intentionally disobeyed a Club officer or the
designated employee in charge without just and reasonable cause, to have conducted him or
herself in a manner beyond the norms of common decency, to have acted with intentional or
reckless disregard for the safety of persons or property of the Club or any third party, or to have
flagrantly violated a formal Club rule or policy, may be admonished, debarred from any
privileges of the Club for a period of time, or expelled, and such person may be required to
reimburse the Club for any damage to Club property resulting from such member’s misconduct.
H. Membership dues for the various classes of membership shall be fixed by the
Board of Trustees. Any person voted into membership shall remain a member from year to year
unless such person resigns, is removed from membership as provided above, or unless such
person fails to pay his or her dues in accordance with the procedures and policies established by
the Trustees and set forth in the Club’s policies and procedures manual. Dues payment of a
voting member for any year may be excused for exigent circumstances by the Trustees.

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I. The word ‘member’ or ‘membership’ appearing hereafter in these By-laws shall
apply only to voting members unless otherwise expressly provided or a broader connotation is
required by the syntax.
J. The Club shall be governed by a Board of Trustees and the Officers as provided
in these By-laws. The Trustees shall be chosen from among the voting members in accordance
with the procedures set forth herein. In the case of Family members, only the family member
who serves as the family’s designated voting member shall be qualified to serve as an officer or
trustee, provided that not more than one member of a family holding a Family Membership may
serve as an officer or trustee during the same time period.
ARTICLE 3
OVERALL GOVERNANCE
The Officers of the Club shall be a President and Vice-President, who shall be the
Commodore and Vice Commodore, respectively, a Secretary, who shall be the Scribe, and a
Treasurer. Upon discretionary election by the Board of Trustees, there may be a Second Vice
President, who shall be the Rear Commodore.
There shall be a Board of Trustees consisting of not less than eleven (11), nor more than
fifteen (15) voting members. Trustee vacancies shall be filled each year by election of Trustees at
the annual meeting of the Club by the voting members. Officers of the Club shall be elected by
the Board of Trustees at the Trustees’ meeting next following the annual meeting of the Club.
The President, Vice President, Secretary, Treasurer and Rear Commodore (Second Vice
President) (if any) and the most recent Past President shall be ex officio members of the Board of
Trustees during their tenure in office.
A Clerk, as required by the law of the State of Maine, shall also be elected annually by
the members. The Clerk may be a sitting member of the Board of Trustees or one of the officers,
but a Clerk who does not hold the office of Commodore, Vice Commodore, Treasurer, Rear
Commodore or Secretary of the Corporation shall not be an officer of the corporation.
ARTICLE 4
ANNUAL MEETING OF MEMBERS
AND BOARD OF TRUSTEES
The annual meeting of the members of the Club shall be held on such day and at such
time during the month of July or August in each year and at such place in Biddeford Pool as the
President may designate.

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ARTICLE 5
SPECIAL MEETINGS
Special meetings of the members of the Club may be called by the President or in his
absence or disability by the Vice-President, and he shall call such meeting upon written request
of two (2) members of the Board of Trustees.
At such special meeting no business shall be transacted which is not specified in the
notice of such meetings.
ARTICLE 6
NOTICE OF MEETINGS
Notice of the time and place of the annual meeting of the Club and of the time, place and
objects and purposes of special meetings shall be given by (a) posting a written notice on the
premises of the Club and at the Abenakee Club clubhouse along with the proposed agenda and
(b) by posting a written notice along with the proposed agenda on the Club’s web site, at least
seven (7) days before the holding of such meeting.
ARTICLE 7
QUORUM
At all meetings of the Club, twenty percent (20%) of the voting members present in
person or by proxy shall constitute a quorum for the transaction of business; a lesser number may
adjourn the meeting to a specified time and place.
At all meetings of the Board of Trustees, fifty percent (50%) of the total number of
Trustees shall constitute a quorum, but a lesser number may adjourn the meeting to a specified
time and place but not to a time later than the date of the next scheduled regular meeting.
ARTICLE 8
TENURE OF OFFICERS
Newly elected officers shall take office· as of the following January 1st and any officer
may be elected to succeed himself. All regular officers shall hold office until their respective
successors have been duly elected and qualified.
ARTICLE 9
VACANCIES
Any vacancy occurring among Trustees elected by the Voting Members in the interim
between annual meetings may be filled by the Board of Trustees, such appointment to be ratified
by the Members at the next following Annual Meeting. Any such person shall serve for the term
of the vacancy having been filled. Any officer vacancy shall be filled by the Trustees and the
appointee shall serve out the unexpired term of the vacancy.

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ARTICLE 10
PRESIDENT
The President, who shall be known as the Commodore, shall preside at all meetings of
the Club, when present, shall be ex-officio chairman of the Board of Trustees, shall give the
notice for all regular and special meetings, as provided in these By-laws, and shall appoint the
committee to examine the Treasurer’s books, vouchers and accounts, as hereinafter provided.
The President shall be in command of the fleet of vessels owned or chartered by members of the
Club.
ARTICLE 11
VICE-PRESIDENT
The Vice-President, who shall be known as the Vice Commodore in the absence or
disability of the President, shall perform the duties of the President.
ARTICLE 12
CLERK
The Clerk shall perform the statutory duties of the Clerk of a Maine non-profit
membership corporation, and such other duties as the Board of Trustees may assign. Unless a
Secretary of the Corporation is appointed by the Trustees, who shall in such case perform such
functions, the Clerk shall keep the minutes of meetings of Members and of the Trustees, shall
notify newly-elected members of their election, shall report at each annual meeting the names of
members who have resigned or forfeited their membership.
In the absence of disability of the Clerk, a clerk pro tempore may be appointed by the
President. The Clerk shall be a resident of the State of Maine.
ARTICLE 13
TREASURER
The Treasurer shall receive and hold all moneys, securities, funds and deeds of the Club,
shall make and keep fair and proper books of account of all moneys, securities and funds of the
Club that may come into his possession, and of all receipts and expenditures of the same, which
books of account shall be the property of the Club and shall be open to the inspection of any
member of the Board of Trustees and at every annual meeting he shall exhibit in writing to the
Club a statement of his accounts and of the funds of the Club.
The Treasurer shall give bond for such sum as the Board of Trustees may determine is
necessary to comply with law or in the interest of prudent fiscal management, with such surety as
the Board of Trustees may approve.
A committee of two (2) persons, who may or may not be members of the Club, may be
appointed by the President from time to time to examine the Treasurer’s books, vouchers and
accounts, and make their report thereon to the members of the Club at an annual meeting.

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ARTICLE 14
BOARD OF TRUSTEES
The Board of Trustees shall consist of the President, who shall be Chair of the Board of
Trustees, Vice President, Treasurer, Secretary and Second Vice President (if any), the most
recent Past President, and not less than six (6) Trustees elected by the Voting Members.
The Board of Trustees shall have custody, control and management of all property of the
Club, except that the Treasurer shall have custody of such property of the Club as is, by these
By-laws, vested in him, and shall have the custody, control and management of all property
intrusted to the possession of the Club, and shall have the power to sell and convey any property,
real and personal, and invest and re-invest the proceeds or purchase other property, real and
personal, for the use of the Club.
The Board of Trustees shall have overall responsibility for the management of all the
business affairs of the Club. The Officers, and, at the discretion of the Trustees, not more than
two Trustees appointed by the Trustees for such purpose, shall have and exercise all of the
powers of the Board of Trustees in the interim between meetings of the Board of Trustees.
The Board of Trustees shall make and promulgate rules concerning the use of the
premises and property of the Club, and the admission of strangers, and shall prescribe penalties
for offenses against the rules.
The Board of Trustees or a Committee appointed by them shall, on presentation of the
President, or other officer, try any member for any infractions of the rules, disobedience or
unbecoming conduct, and shall have the power to admonish, fine, debar or expel any member
found guilty.
The Board of Trustees may appoint such other committees as it may deem best in
carrying on the work of the Club and define their duties.
The Board of Trustees shall pass on the sufficiency of the bond of the Treasurer and hold
the same in its possession, shall employ all necessary officers and assistants for the use and
operation of the Club, and fix their compensation.
No debt or liability shall be contracted on the account of the Club, or money paid out
other than by a vote of the Board of Trustees, or of the Executive Committee, except that the
President or the Treasurer may incur ordinary and necessary operating obligations provided
authority therefor, general or special, has been given by the Board of Trustees.
The Board of Trustees shall hold not less than three meetings in each calendar year, one
of which, the Annual Trustees’ Meeting, shall be held between August 1 and September 15, one
of which shall be held between January 1 and March 31, and the third meeting to be held at a
date established by vote of the Trustees.
Special meetings of the Board of Trustees may be called by the President and shall be
called by either upon the written request of two (2) members of the Board of Trustees. At such
special meetings no business shall be transacted that is not specified in the notice given.

7. 7
The Board of Trustees may adopt such further rules and regulations of their conduct as
are not inconsistent with these By-laws or contrary to the laws of the State of Maine.
Elected Trustees shall serve for a term of three years, and no Trustee may serve more
than two successive full terms on the Board. Trustees shall be chosen from among the voting
members. Elected Trustees shall be nominated by a five (5) member nominating committee
appointed by the President from the Voting Members, three of whom shall also be Trustees, and
shall be elected from such nominated slate, or from candidates nominated by the Voting
Members from the floor at the annual meeting. No person shall stand for election as Trustee after
the age of 72 years, except that any person who had attained the age of 72 years on or before
August 1, 1992 and who on such date served as a Trustee, shall, unless such person declines such
honor, become an Emeritus Trustee for life, whether or not such person remains a voting
member, but only so long as such person remains a member of the Club in good standing.
Emeritus Trustees shall be invited to all meetings of the Board of Trustees and their advice and
counsel shall be sought, but they shall not be voting members of the Board of Trustees.
In the event the number of elected Trustees is six, not less than or more than two Trustees
shall stand for election in any single year, except in the event of death or resignation of a Trustee,
in which case an additional election may be held to fill the unexpired term. A Trustee who has
served two full consecutive terms, may not be considered for reelection to the Board of Trustees
until one year after the expiration of his last term.
ARTICLE 15
FINANCE
All finances of the Club shall be handled by the Treasurer, except as restricted by the
Board of Trustees. He shall have the supervision and direction of the investment of all funds of
the Club, subject to the direction and control of the Board of Trustees.
ARTICLE 16
CORPORATE SEAL
The seal of the Corporation shall have inscribed thereon the words “The Biddeford Pool
Yacht Club”, the year of its organization, and the words “Corporate Seal, Maine”.
ARTICLE 17
AMENDMENTS
These by-laws may be amended or repealed and new by-laws adopted by a vote of two
thirds of the members, provided that notice of the proposed amendment, repeal or adoption of
new by-laws shall be given in the notice of the meeting at which such action is considered and a
brief summary thereof set forth therein or affixed thereto.

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ARTICLE 18
PROPERTY OWNERSHIP
No member shall have any right, title or interest in any of the property or other assets of
the Club. The Trustees shall manage the Club property and other assets in a fiduciary capacity
for the benefit of the membership and future members. In the event of voluntary or involuntary
disposition of all or substantially all of the Club’s real property assets, or of a taking of the
Club’s property by exercise by a government entity of the power of eminent domain, the
financial proceeds of such sale or taking shall be placed by the Trustees in a suitable investment
account and held by the Trustees for the benefit of the membership for the purpose of re-
establishing the Yacht Club on other premises. In the event the Trustees are unable within a
reasonable period of time, said period to be within the sole discretion of such Trustees, to secure
new premises suitable for operation of a Yacht Club, the corporation shall be dissolved and its
remaining non-liquid assets shall be liquidated. In such event, the assets of the Club shall, at the
discretion of the liquidating Trustees shall be employed in one or more of the following ways:
(1) be donated to an existing fund or organization or organizations whose purpose is the
betterment, enhancement and preservation of the community of Biddeford Pool, Maine, or its
environment, or (2) be placed in trust to be employed by the trustees of such trust to enhance
sailing and boating education and safety, or for the betterment, enhancement and preservation of
the community of Biddeford Pool, Maine, or its environment.