Sail New Mexico Draft By-Laws for Proposed Sailing Foundation

Sail New Mexico By-Laws

Article 1 – Name

The name of this corporation shall be Sail New Mexico. Sail New Mexico shall operate as a New Mexico non-profit corporation.

Article 2 –Purpose

The purpose for which the corporation is organized is to operate exclusively for charitable and exempt purposes as defined by Section 501(c)(3) of the Internal Revenue Code, furthering the sport of sailing by providing sailing, seamanship, and safety education and facilities; organizing competitions; supporting amateur athletes; promoting environmental awareness; and improving access to sailing.

The Corporation may purchase, lease, or otherwise acquire, and hold, own, use and operate, and sell or otherwise dispose of real and personal property including, but not limited to, sailboats, other water craft, marinas, piers and docks, moorings, anchorages, boathouses, clubhouses, storage racks, sails and propulsion equipment, communications gear, trailers and dollies, hoists and launching apparatus, ground tackle, boat equipment, safety equipment and life-saving apparatus, race management equipment, scientific and navigation apparatus, textbooks and training materials, and such other or further equipment of boats and services therefore as may be incidental to the use and operation thereof, and such other real or personal property or other facilities as may be used in accordance with Corporation purposes.

The Corporation may accept, receive and use for the aforesaid purposes all funds and property contributed by any source; provided that all activities and business conducted or engaged in by this Corporation shall be charitable or educational in nature.

No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to its members or to any private individuals. Such reasonable expenses may be reimbursed as are consistent with Corporation purposes and as authorized by the Board of Directors or as approved within the Corporation’s budget.

No substantial part of the activities of the Corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954.

Upon dissolution of the Corporation, its property shall not revert to the donors, nor may it be divided among the members. In the event of dissolution, the Board of Directors shall, after paying or making provision for the payment of all the just and proper liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation, or to organizations organized and operated exclusively for the charitable, educational, religious or scientific purposes as shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code. Preference in such disposition shall be granted to such qualifying organizations whose purposes are most nearly akin to those of the Corporation and its donors.

Article 3 – Membership

Any person or organization that supports the purposes of Sail New Mexico may become a member by applying in writing to the Board of Directors. Membership in Sail New Mexico shall not be denied to any person on the basis of race, sex, creed, or national or ethnic origin.

The Board of Directors may establish membership fees, categories, and requirements and may limit the numbers of memberships in any membership category if deemed necessary for the efficient operation of the Corporation. Annual dues for memberships may be established and altered by the Board of Directors and are due on January 1 or at such times as determined by the Board of Directors.

The Board of Directors may suspend or terminate a member for conduct severely injurious to the character or welfare of the club, provided that the member is given notice of the proposed suspension or termination and its cause; an opportunity to speak, submit a statement, or call witness on his or her behalf; and that a two-thirds majority of the entire Board of Directors vote for the suspension or termination.

Membership categories are the following:

Voting – Voting members must be willing to act in the best interests of and able to actively support the Corporation, must be at least eighteen years of age, and may not be full-time or part-time employees of the Corporation. Voting members may vote in elections and may serve on the Board of Directors. The Board of Directors may establish Joint, Couple, Skipper and Crew, or Family voting memberships with requirements, privileges, and fees as determined by the Board.

Associate – Associate members may not vote or hold office on the Board of Directors. The Board of Directors may establish specific categories of Associate memberships, such as youth, nonresident, inactive, or honorary memberships, with requirements, privileges, and fees as determined by the Board.

Temporary – The Board of Directors or President may grant temporary or honorary, non-voting associate memberships or privileges to distinguished visitors, officials, speakers, nautical dignitaries, or sponsors or supporters of Corporation purposes or activities.

Organization – Organizational memberships may be awarded to organizations that actively support the purposes of the Corporation. An organizational member may designate one qualifying person as a voting member.

Article 4 – Meetings

Sail New Mexico shall hold an Annual Meeting during the second weekend in November in Sierra County, New Mexico, or at such other time and place as may be designated by the Board of Directors. Notice of the time and place of the Annual Meeting shall be provided at least one week in advance of the meeting. Additional meetings may be called by order of the President, by a majority of the Board of Directors, or by a petition signed by twenty-five percent of the voting membership. Notice of any meetings may be given by mail, electronic mail, web site posting, or by posting at the Corporation’s regular meeting place. The quorum for transacting any business of the corporation at a meeting of the Corporation shall be ten percent of the voting membership.

Article 5 – Governance

The officers of Sail New Mexico shall be a President, Vice President, Secretary, Treasurer, and immediate Past President.

Sail New Mexico shall be governed by a Board of Directors, which shall have to power and duty to direct the affairs of the corporation through its officers and agents. The Board of Directors shall have the power to establish policies and procedures for the direction of the Corporation. The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, immediate Past President, and two additional (“at large”) directors. Directors must be voting members of Sail New Mexico and may not be employees of the Corporation.

Each Director shall serve for a two-year term unless a lesser term is specified at the time of a Director’s initial election to office. The Directors shall be elected at the Annual Meeting. Membership terms may be staggered.

Meetings of the Board of Directors may be called by order of the President, by a majority of the Board of Directors, or by a petition signed by twenty-five percent of the voting membership. The quorum for transacting any business of the corporation at a meeting of the Board of Directors shall be three members of the Board. Meetings of the Board of Directors may be held in person, or by telephone or electronic conferencing.

If a Director resigns, dies, is incapacitated, moves outside the area, or otherwise becomes unable to serve on the Board, then the remaining Directors may appoint a replacement Director by majority vote of those Directors present at a meeting of the Board of Directors.

A Director may be removed from the Board for lack of attendance or other cause provided that the Director is given notice of and reasonable opportunity to attend the meeting at which the removal is to be considered, is given an opportunity to be heard at that meeting, and a two-thirds majority of those Directors present vote for the removal. If the vote passes, then the remaining directors may appoint a replacement for the removed Director by majority vote of those Directors present.

The President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Corporation and of the Board of Directors. The President will carry out the policies established by the Board of Directors. Any contracts, mortgages, leases, deeds, or other conveyances of real property shall be signed by the President with the approval of the Board of Directors.

The Vice President shall assist the President in carrying out the policies of the board, shall preside at meetings in the absence of the President, and shall have such additional powers and duties as are delegated by the President or the Board. The Vice President shall become President in the event of the death or resignation of the President, for the remainder of the President’s term.

The Treasurer shall receive on behalf of the Corporation any donations, bequests, fees, or monies payable to the Corporation. The Treasurer shall maintain the financial records of the Corporation and hold them ready for examination or audit by the Board of Directors. The Treasurer shall provide a report of the Corporation’s finances at the Annual Meeting of the Corporation and at each meeting of the Board of Directors. The Treasurer shall deposit funds received in a state or federally chartered financial institution (bank, savings and loan, trust company, or credit union), or may purchase federal government obligations in the name of the Corporation. The Treasurer may obtain and use a rubber stamp for marking deposits. The Treasurer shall assist the President and Board of Directors in preparing an annual budget. The Treasurer shall disburse funds of the Corporation in accordance with the Corporation’s purposes as directed by the budget or by the Board of Directors or President. The Treasurer shall pay the on-going and necessary expenses of the Corporation in a timely fashion. All checks, drafts, orders for the payment of money, promissory notes, acceptances, and other obligations of the Corporation shall be signed by the President or Treasurer unless otherwise provided by the Board of Directors. No officer or member may incur a debt by accepting a loan in the name of the corporation without the approval of the Board of Directors.

The Secretary shall keep a complete record of the proceedings of the Corporation and the Board of Directors, keep a membership roster, and perform other such duties as the Board of Directors may determine. The Secretary shall maintain the official copy of these By-Laws. Such records and rosters shall be made available for inspection at reasonable times by any voting member of the corporation. The Secretary may obtain and maintain custody of a corporate seal. If the Secretary is absent from a meeting of the Corporation or Board of Directors, an assistant secretary, if elected, or a temporary secretary may be appointed to record the proceedings of that meeting and perform such duties as the Board will require. The secretary shall give notice of meetings and elections as directed by the President.

Each Officer and Director, subject to the limitations of these by-laws and in addition to the powers and duties specified in these by-laws, shall have the duties and powers as are customary for their respective offices, and such additional powers as the Board of Directors may designate.

Article 6 – Fiscal Year

The fiscal and membership year of the Corporation shall be the calendar year, ending December 31st.

Article 7 – Indemnification

Every person who is, or shall have been an Officer or Director of the Corporation, shall be indemnified by the Corporation against all costs and expenses reasonably incurred by, or imposed upon him, in connection with, or resulting from, any action, suit or proceeding to which he may be made a party by reason of his being, or haven been, and Officer or Director of the Corporation, except, in relation to such matters as to which he shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith, and to have been liable by reason of willful misconduct in the performance of his duty as such Officer or Director. The term "costs and expenses" shall include legal fees, damages, and reasonable amounts paid in settlement.

Article 8 – Amendments to By-Laws

These By-laws may be amended by either
(1) two-thirds vote of the voting members of the Corporation that are present at the Annual Meeting, or (2) by initial vote of two-thirds of the Directors at a Board of Directors meeting followed by ratification by majority vote of voting members who return mail ballots.

Article 9 – Committees

All standing committees shall submit a budget to the Board of Directors and maintain records of expenses and receipts, to be made available for inspection at any reasonable time. Each committee will provide a year-end report to the Board and Corporation at the Annual Meeting. A committee may not exceed its budget without approval of the Board of Directors. Except where described otherwise, members of standing committees shall be appointed by the President.

The following are the standing committees:

Nominating – The Nominating Committee shall nominate candidates for offices in the corporation and board of directors. The Nominating Committee shall consist of at least three voting members of the Corporation, including the immediate Past President. The President may not be a member of the Nominating Committee. Members of the Nominating Committee shall be elected at the Annual Meeting of the Corporation. Any subsequent vacancies in the Nominating Committee shall be filled by the Board of Directors. The Nominating committee shall inform the Secretary of its nominations at least two weeks prior to the Annual Meeting. In addition to nominations provided by the Nominating Committee, any three voting members of the Corporation may nominate a candidate prior to the Annual Meeting by filing their nomination with the Secretary at least two weeks prior to the Annual Meeting. The Secretary shall provide notice of all such nominations at least one week prior to the Annual Meeting.

Property– The property committee shall maintain the physical and real assets of the Corporation. The committee will obtain, inventory, and maintain equipment used for sail, race, seamanship, and environmental training; race management and safety equipment; and other assets.

Instruction – The instruction committee shall be responsible for recruiting, qualifying, training, certifying, and supervising sailing and water safety instructors, coaches, trainers, life guards, race officers, safety officers, boat operators, and other volunteers or employees; for scheduling, publicizing, and conducting classes in the areas of sailing, sailboat racing, boat handling and operation, boat maintenance, seamanship, navigation, rules, boating and aquatic safety, swimming and life saving, history and historical preservation, environmental awareness, regatta management, marine science, and related skills; for organizing informational or recruiting activities such as a “Free Sail Day” or demonstrations and exhibits, and for providing training and information on these and related topics. The instruction committee is authorized to maintain a library on behalf of the Corporation.

Competition – The competition committee shall be responsible for scheduling, organizing, and conducting sailboat regattas and races that conform to the Racing Rules of Sailing, the purposes of the Corporation, and instructions from the Board of Directors and President. The competition committee will recruit, train, schedule, equip, and supervise competitors, coaches, race and safety officers, and volunteers as needed. The competition committee may provide support in the areas of research, equipment testing and qualification, rigging, physical training, and coaching. In addition, the competition committee is responsible for supporting amateur athletes and teams competing and preparing for competition at the local, interclub, regional, national, or international levels of sailing competition, including one-design class championships, US Sailing ladder and invitation events, Pan American Games, U.S. Olympic Trials, Olympics, and Para-Olympics.

Safety – The safety committee will assess risk for activities, obtain and maintain safety equipment, research and test safety equipment, inspect club equipment and facilities, write and implement safe operating procedures, write and implement youth protection procedures, write and review waivers and release forms, research and summarize appropriate safety and risk management practices, and report any safety-related incidents to the President and Board of Directors. The safety committee may liaise with government law enforcement and safety officials, insurance company representatives, and with boating, safety, and other organizations. The safety committee will work with the Instruction, Outreach, and other committees and individuals to provide information to the public, other organizations, students and athletes, and members of the Corporation in the areas of safety, seamanship, first aid and emergency medical response, disaster and emergency preparation and response, rescue and support, and risk management.

Outreach – The outreach committee is responsible for publicizing activities by providing news and announcements by means of printed newsletters and brochures, electronic mail, internet sites, information kiosks, class visits, participation in public events, booths or exhibits, or otherwise. The outreach committee may liaise with sailing, boating, youth, school, special needs, women’s, community, safety, government, outdoor recreation, tourism, news media, and other organizations. The outreach committee will provide membership information and recruit new members, sponsors, and donors. The outreach committee will review the Corporation’s efforts in providing access to sailing for the public, youth, and special needs and under-represented groups and persons, and make suggestions for improving access to sailing to the Board of Directors and President.

Other – The President may appoint and disband special or ad hoc committees from time to time as needed. These committees shall have such powers and responsibilities as are assigned to them.

Auxiliary Officers – The President may appoint auxiliary officers from time to time as needed or desired. These auxiliary officers shall have such powers and duties as are assigned to them. Such auxiliary officers may include an assistant secretary or treasurer, librarian, web director, advocate, judge, measurer, surgeon, harbor master, launch officer, site supervisor, parliamentarian, bo’sun, sailing master, junior sailor representative, women’s sailing representative, fleet and team representatives, or liaison officers to other organizations and entities.

Article 10 – Policies and Procedures

The Board of Directors shall establish policies and procedures for activities sponsored by the Corporation, including appropriate safety requirements and procedures.

The Board of Directors shall authorize membership or affiliation of the Corporation with such organizations as will be helpful in achieving its purposes. The Corporation is authorized to affiliate or liaise with sailing, boating, and safety organizations such as US Sailing, regional sailing associations, local sailing clubs, Boat US, American Sailing Association, US Coast Guard Auxiliary, US Power Squadrons, New Mexico State Parks, Friends organizations for individual state parks, US Army Corps of Engineers, community associations, and local and national governments and organizations.

Classes, seminars, regattas, and other activities sponsored by the Corporation shall be open to the public, without discrimination based upon race, creed, or ethnic or national origin. All such events will be offered without discrimination based upon gender, orientation, or age, except for certain events or competitions that are specifically designated as women’s, men’s, co-ed, junior, junior boys’ or girls’, or adult events. All activities will be open to participation by persons with the broadest range of ages and physical and mental abilities as are consistent with specific event, safety, and insurance requirements and the reasonable ability of the Corporation to provide safe and appropriate facilities and accommodations.

Resources owned or controlled by the Corporation shall be made available, on a non-interference basis and with such reasonable conditions as may be determined by the Board of Directors, to local governmental entities, community organizations, and boating and safety organizations.

The Board of Directors may approve the establishment of logos, insignia, flags or burgees, service or trade marks, or other distinguishing marks to be used by the Corporation.

The Board of Directors will seek to provide activities and services to students and participants from varying social and economic backgrounds, and will work to minimize economic barriers to participation in events sponsored by the Corporation.

The Board of Directors or its agents shall establish requirements for participation in classes, seminars, regattas, and activities, and for use of Corporation-owned or controlled equipment or facilities, including age or educational requirements or pre-requisites; swimming, self-rescue, and capsize recovery skills; information to be provided or forms to be completed prior to class or activity registration; equipment, supplies, or textbooks to be provided by students or participants; liability waivers and releases; financial responsibility and insurance; and fees to be paid by students or participants.

The Board of Directors and its agents may establish and enforce reasonable standards of dress, conduct, age-appropriate behavior, language use, safety, and obedience to rules for students, participants, volunteers, and employees during activities sponsored by the Corporation and may terminate participation in an activity for violations of these standards.

The Board of Directors will receive reports from officers, committees, employees, volunteers, members, and participants in activities and classes to use in generating an annual report to assess the Corporation’s performance and success in achieving its purposes. The report will describe activities sponsored or supported by the Corporation and assess the Corporation’s success in furthering sailing education, sailing competition, safety and environmental awareness, and access to sailing.