Sailaway O.E.Y.C – e offshore racing

(oh-ee-why-see)

Offshore E-Sailing Yacht Club

I.Y.C Inshore Yachting Committee of the O.E.Y.C
O.C.C Offshore cruising Committee of the O.E.Y.C
H.T.R.C Harlingen Terschelling Race Committee of the O.E.Y.C
T.E.R.C The Europe Race Committee of the O.E.Y.C
T.A.C.C. The Admiral’s Cup Committee of the O.E.Y.C
T.I.B.B.C The Hague Iceland Back to Back Committee of the O.E.Y.C.
F.R.C. Fastnet Race Committee of the O.E.Y.C.
S.H.RC Sydney Hobart Race Committee of the O.E.Y.C

Preamble

Members can be anyone who accepts and attests to the bylaw.
Officers of the Admiralty, while not-corporated, act in name of and are the sole representatives of the Yacht Club. The Yacht Club can not do business itself. Officers of the Yacht Club act on their own accord and are individually and personally liable for any of the business they personally conduct. They are not responsible nor can they be held liable for actions of any other officer.
Any assets and funds of the Yacht Club are held by Officers of the Admiralty in a fiduciary capacity.
The Yacht Club does not pursue profit neither monetary nor material.

ARTICLE I. NAME OF THE Yacht Club

OEYC – Offshore E-Sailing Yacht Club

ARTICLE II. CORPORATE PURPOSE

Section 1. Nonprofit Purpose

The Yacht Club is organized exclusively for conducting the business of a yachting club for e-sailing , consisting but not limited to charitable, educational, and scientific purposes pertaining to e-sailing, including, for such purposes, the distribution of information and offering services to others that also qualify as exempt under section of the tax code, or the corresponding section of any future tax code of the country or incorporated territories the Yacht Club conducts its business.

Section 2. Specific Purpose

The objectives and purpose and the business of the officers of the e-sailing Yacht Club consists specifically but is not limited to

To support and sustain sail simulators for personal computers. Specifically Sailaway (TM) in its latest iteration;
To provide facilities and resources to participants to help them engage in the promotion and participation of the sport of e-sailing;

To provide opportunities for participants to engage in recreational and or competitive e-sailing;
To sponsor, host and or participate in events and activities that promote the sport of e-sailing.
To provide facilities and resources to modelers and graphic designers of assets for e-sailing.
To provide facilities and resources to modelers and graphic designers of the open 3d world where e-sailing takes place.
To bring e-sailors together by organizing events, meetings, tournaments, races on- and off-line.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for Membership

Application for voting membership shall be open to any natural person or corporate entity that supports the purpose statement in Article II, Section 2. Membership is granted after subsrcupion in the Sailaway client. All memberships shall be granted upon a majority vote in the Admiralty.

Section 2. Annual Dues

The amount required for annual dues shall be 0.00 Bubbles each year, unless changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues.

Section 3. Rights of Members

Each member shall be eligible to appoint one voting representative to cast the member’s vote in Yacht Club elections.

Section 4. Resignation and Termination

Any member may resign by resignation in the Sailaway client. A member can have their membership terminated by a majority vote of the membership.

Section 5. Non-voting Membership

The Admiralty shall have the authority to establish and define non-voting categories of membership.

ARTICLE IV. MEETINGS OF MEMBERS

Section 1. Regular Meetings

Regular meetings of the Admiralty shall be held at the O.E.Y.C discord server.

Section 2. Annual Meetings

An annual meeting of the Yacht Club members shall take place in the month of October, the specific date, time and location of which will be designated by the Commodore. At the annual meeting the members shall elect officers, receive reports on the activities of the Yacht Club, and determine the direction of the Yacht Club for the coming year.

Section 3. Special Meetings

Special meetings may be called by the Commodore, or a simple majority of the Admiralty. A petition signed by five percent (5%) of voting members may also call a special meeting.

Section 4 Notice of Meetings

Notice of each meeting shall be given to each voting member, by post @everyone, not less than two weeks prior to the meeting.

Section 5. Quorum

A quorum for a meeting of the members shall consist of at least twenty percent (20)% of the active membership.

Section 6. Voting

All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE V. YACHT CLUB

Section 1. General Powers

The affairs of the Yacht Club shall be managed by the officers of the Admiralty. The Officers of the Admiralty shall have control of and be personally responsible for the management of the affairs and property of the Yacht Club in their fiduciary. Officers of the Admiralty are assigned the role of Organizer/Commodore in Sailaway

Section 2. Number, Tenure, Requirements, and Qualifications

The number of Admiralty members shall be fixed from time-to-time by the Admiralty members but shall consist of no less than five (5) nor more than nine (9) including the following officers: the Commodore, the first Vice-Commodore, second Vice-Commodore, the third Vice-Commodore, the fourth Vice Commodore, the fifth Vice-Commodore, the Commander of the Secretary and the Captain of the Treasure.

The members of the Admiralty shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Admiralty must be approved by a majority vote of the members present and voting. No vote on new members of the Admiralty, shall be held unless a quorum of the Yacht Club members is present as provided in Section 6 of this Article.

Each member of the Admiralty shall be a member of the Yacht Club whose membership dues are paid in full and shall hold office for up to a five-year term as submitted by the nominations committee.

Newly elected members of the Admiralty who have not served before shall serve initial three-year terms. At the conclusion of the initial three-year term, members of the Admiralty may serve additional five year terms. Their terms shall be staggered so that at the time of each annual meeting, no more than the terms of approximately one-third (1/3) of all members of the Admiralty shall expire.

Each member of the Yacht Club shall contribute at least zero cash euros (€ 0.00) to the Yacht Club annually. No contribution credit shall be given for in-kind donations. Provided, however, that the 0.00 € cash requirement for any member who joins after the beginning of the fiscal year for his or her initial one-year term shall be prorated accordingly.

Section 3. Regular and Annual Meetings

An annual meeting of the Yacht Club shall be held at a time and day in the month of October of each calendar year and in an online forum designated the Admiralty. The Admiralty may provide by resolution the time and place of regular meetings of the Yacht Club. Notice of these meetings shall be poste @everyon in the Yacht Club’s Discord server no less than fifty six (56) days prior to the meeting date.

Section 4. Special Meetings

Special meetings of the Yacht Club may be called by or at the request of the Commodore or any two members of the Admiralty. The Commodore or two members of the Admiralty authorized to call a special meetings of the Yacht Club may fix any online forum accessible to all Yacht Club members, as the place for holding any special meeting of the Yacht Club called by them.

Section 5. Notice

Notice of any special meeting of the Yacht Club shall be given at least 24 hours in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any officer of the Admiralty may waive notice of any meeting. The attendance of an officer of the Admiralty at any meeting shall constitute a waiver of notice of such meeting, except where an officer of the Admiralty attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Yacht Club need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

Section 6. Quorum

The presence, in person of a 20%majority of current members of the Yacht Club shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Yacht Club present at a meeting at which a quorum is present shall be the act of the Yacht Club, unless the act of a greater number is required by law or by these by-laws.

Section 7. Forfeiture

Any member of the Admiralty who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by January 1st. shall automatically forfeit his or her seat on the Admiralty. The Commander of the Secretary shall notify the officer of the Admiralty in writing that his or her seat has been declared vacant, and the Admiralty may forthwith immediately proceed to fill the vacancy. Members of the Admiralty who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.

Section 8. Vacancies

Whenever any vacancy occurs in the Admiralty it shall be filled without undue delay by a majority vote of the remaining members of the Admiralty at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Admiralty.

Section 9. Compensation

Members of the Admiralty shall not receive any compensation for their services as Admiralty members.

Section 10. Informal Action by Admiralty members

Any action required by law to be taken at a meeting of the Admiralty members, or any action which may be taken at a meeting of Yacht Club members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Yacht Club members following notice of the intended action to all members of the Yacht Club.

Section 11. Confidentiality

Yacht Club members shall not discuss or disclose information about the Yacht Club or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Yacht Clubs’ purposes, or can reasonably be expected to benefit the Yacht Club. Yacht Club members shall use discretion and good business judgment in discussing the affairs of the Yacht Club with third parties. Without limiting the foregoing, Yacht Club members may discuss upcoming fundraisers and the purposes and functions of the Yacht Club, including but not limited to accounts of Bubbles in deposit at the Sailaway server. Each officer of the Admiralty shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Admiralty.

Section 13. Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the Commodore by reference to Robert’s Rules of Order.

Section 14. Removal.

Any member of the Admiralty or members of the Advisory Admiralty’s Council may be removed with or without cause, at any time, by vote of two-thirds (2/3) of the members of the Admiralty if in their judgment the best interest of the Yacht Club would be served thereby. Each member of the Admiralty must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Admiralty shall automatically be removed from office.

Members of the Admiralty who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Admiralty pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.

Section 14. Removal.

ARTICLE VI. OFFICERS

The officers of this Yacht Club shall be the Commodore, the Vice-Commodores, Commander of the Secretary and Captain of the Treasure. All officers must have the status of active members of the Yacht Club.

Section 1. Commodore

The Commodore shall preside at all meetings of the membership. The Commodore shall have the following duties:

He/She shall preside at all meetings of the Admiralty.
He/She shall have general and active management of the business of the Admiralty.
He/She shall see that all orders and resolutions of the Admiralty are brought to the Admiralty.
He/She shall have general superintendence and direction of all other officers of this Yacht Club and see that their duties are properly performed.
He/She shall submit a report of the operations of the program for the fiscal year to the Admiralty and members at their annual meetings, and from time to time, shall report to the Admiralty all matters that may affect this program.

He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the Commodore.

Section 2. Vice-Commodore

A Vice-Commodore shall be vested with all the powers and shall perform all the duties of the Commodore during the absence of the latter. The Vice-Commodores duties are:He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Admiralty.

Section 3. Commander of the Secretary

The Commander of the Secretary shall attend all meetings of the Admiralty and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Commander of the Secretary’s duties shall consist of:

He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the Commodore shall make the arrangements for all meetings of the Admiralty, including the annual meeting of the Yacht Club.
Assisted by a staff member, he/she shall send notices of all meetings to the members of the Admiralty and shall take reservations for the meetings.

He/She shall perform all official correspondence from the Admiralty as may be prescribed by the Admiralty or the Commodore.

Section 4. Captain of the Treasure

The Captain of the Treasures duties shall be:

He/She shall submit for the Finance and Fund Development Committee approval of all expenditures of funds raised by the Admiralty, proposed capital expenditures (equipment and furniture) , by the staff of the agency.
He/She shall present a complete and accurate report of the finances raised by this Admiralty each meeting of the members, or at any other time upon request to the Admiralty.
He/She shall have the right of inspection of the funds resting with the fund controlling officers including budgets and subsequent audit reports.
It shall be the duty of the Captain of the Treasure to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.

He/She shall perform such other duties as may be prescribed by the Admiralty or the Commodore under whose supervision he/she shall be.

Section 5. Election of Officers

The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Admiralty. Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Admiralty. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting.

Officers of the Admiralty shall be eligible to succeed themselves in their respective offices for two (2) terms only.

Section 6. Removal of Officer

The Admiralty with the concurrence of 2/3 of the members voting at the meeting may remove any officer of the Admiralty and elect a successor for the unexpired term. No officer of the Admiralty shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing fifty six (56) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Admiralty for such expulsion.

Section 7. Vacancies

The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Yacht Club at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.

ARTICLE VII. COMMITTEES

Section 1. Committee Formation

The Admiralty may create committees as needed, such as race committees, fundraising committee, public relations committee, website committee etc. the Commodore appoints all committee chairs.

The Yacht Club’s officers serve as the members of the Admiralty. Except for the power to amend the Bylaws, the Admiralty shall have all the powers and authority of the Yacht Club in the intervals between general member meetings of the Yacht Club, and is subject to the direction and control of the general member meeting of the Yacht Club.

Section 3. Treasure

The Captain of the Treasure is the chair of the Treasure, which includes two other Admiralty members. The Treasure is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The Admiralty must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the general members meeting of the Yacht Clubs or the Admiralty. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the Yacht Club are information that shall be made available to the Admiralty, the general members meeting and where legally required.

ARTICLE VIII. CORPORATE STAFF

Section 1: The Admiral of the Yacht Club

The Admiralty shall appoint an Admiral who shall serve at the will of the Admiralty. The Admiral shall have immediate and overall supervision of the operations of the Yacht Club, and shall direct the day-to-day business of the Yacht Club, maintain the properties of the Yacht Club, appoint, discharge, all staff members under the Admiral’s supervision, and perform such additional duties as may be directed by the Admiralty. No officer or Admiralty member may individually instruct the Admiral or any other employee. The Admiral shall make such reports to the Admiralty and at the general members meeting of the Yacht Club as shall be required by the Admiralty. The Admiral shall be an ad-hoc member of all committees.

The Admiral may be any member of the Admiralty. The Admiral may be appointed at any meeting of the Admiralty by a majority vote and shall serve until removed by the Admiralty upon an affirmative vote of two-thrids (2/3) of the members present at any meeting of Admiralty. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights of any Admiral, who shall remain terminable at will, as provided in this Section.

ARTICLE IX. – CONFLICT OF INTEREST AND COMPENSATION

Section 1: Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt Yacht Club’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Yacht Club or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable Yacht Clubs.

Section 2: Definitions

Interested Person Any officer, or member of a committee with Admiralty delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

An ownership or investment interest in any entity with which the Yacht Club has a transaction or arrangement,
A compensation arrangement with the Yacht Club or with any entity or individual with which the Yacht Club has a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with any entity or individual with which the Yacht Club is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate Admiralty or committee decides that a conflict of interest exists.

Section 3. Procedures

1. Duty to Disclose.
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the officers of the Admiralty and members of committees with Admiralty delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists.
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Admiralty or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Admiralty or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

An interested person may make a presentation at the Admiralty or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the Admiralty or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the Admiralty or committee shall determine whether the Yacht Club can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Admiralty or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Yacht Club’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

If the Admiralty or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Admiralty or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Proceedings

The minutes of the Admiralty and all committees with board delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Admiralty’s or committee’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.