BYLAWS OF
North Georgia Boating Club, Inc.
NAME AND LOCATION
The name of this corporation, which is a nonprofit corporation organized under the
Nonprofit Corporation Act of the State of Georgia, is North Georgia Boating Club, Inc.
(hereinafter Corporation). The principal office of this Corporation shall be situated in the State of Georgia at
such specific location as the Board of Directors shall determine from time to time. The
Corporation may also have such other offices as the Board of Directors determines from time to
time.
PURPOSE
General Purpose. The Corporation is organized and operated for the following
general purposes:
Exclusively as a social club organized and operated for the pleasure and recreation of its
members within the meaning of 501(c)(7) of the Internal Revenue Code of 1986 (as
amended) or the corresponding provision of any future United States internal revenue
law.
To exercise such of the rights, powers, duties and authority of a nonprofit corporation
organized under the Nonprofit Corporation Act of the State of Georgia which are
consistent with the preceding paragraph.
The Corporation shall not engage in the business of making its social and recreational
facilities available to the general public. Further, the Corporation shall not make any
solicitation of the general public to utilize club facilities.
Specific Purposes. The specific purposes of the Corporation include, without
limitation, the following:
Boating & Water Sports Club
Promote Boating Safety
MEMBERSHIP.Qualifications For Membership. The members of the Corporation shall consist of
such persons as:
1) apply for membership on a form approved by the Board of Directors
2) subscribe to the purposes and goals of the Corporation;
3) agree to abide by the Bylaws of the Corporation as amended from time to time; and
4) Have appreciation and respect for public lands and waterways;
5) Have proven their proficiency in operating watercraft. A novice boater may
only operate a craft with 100 HP or less until tested and confirmed by a senior Director that they
have the required skills to operate a bigger vessel.
Classes of Members. The membership of the Corporation shall be divided into three
classes: regular members, trial members and associate members.
Regular Members. Regular members include all members who have access to reserve
club facilities for private party & club events
Trial Members. Trial Members may attend but not organize events utilizing club
facilities
Honorary Members. Honorary members are individuals who have contributed
outstanding services to the Corporation. Honorary membership may be conferred upon
individuals exclusively by the Board of Directors.
(d) Executive Members – Regular Members who have organized 2 or more successful
club events and have applied for executive member status.
Voting Rights. Each executive member in good standing shall be entitled to cast one
vote with respect to those matters submitted to the members for action or approval. There shall
not be any voting of members by proxy. Associate members, honorary members, and booster
members shall have no voting rights. Votes may be taken by voice, by a show of hands or by
written ballot. Voting members shall have no right to cumulate their votes.
Membership Dues. All regular members shall pay annual membership dues to the
Corporation in such amounts and in such manner as the Board of Directors determines from time
to time. Each year the Board of Directors shall specify a date, and give all members prior written
notice thereof, when membership dues are due, and permit members to pay their dues at any time
within ninety-one (91) days thereafter. The Corporation shall notify members of the portion of
dues allocable to lobbying and political campaign activities.
Meetings of Members. The annual meeting of the voting members shall be held at
3466 Keith Bridge Rd., in September of each year, or such other time as the Board of Directors
may fix in the notice of such meeting, at the principal place of business of the Corporation or in
such other place as may be designated by the Board of Directors. Should the days herein fixed
for the annual meeting fall upon a legal holiday, such meeting shall be held at the same time and
place on the next day thereafter ensuing which is not a legal holiday.
At each annual meeting the directors of the Corporation shall then be elected, but if such
meeting is not held or if directors are not elected thereat, they may be elected in any special
meeting of the voting members held for that purpose.
Special meetings of the voting members for any purpose or purposes may be called at any
time by the President, or by a majority of the directors, or upon written petition by at least ten
percent (10%) of the voting members.
Notice of Meetings of Members. Notice of each regular and special meeting shall be
given to each member entitled to vote thereat, either personally or by prepaid mail, or by
facsimile transmission or other electronic means, addressed to each member at the address
appearing on the books of the Corporation. Such notices shall be sent not less than ten (10) and
not more than sixty (60) days before each meeting, and shall specify the place, day, and hour of
the meeting and shall state the general nature of the business to be considered in such meeting.
The notice of the annual meeting shall designate it as such.
Quorum. The presence in person of the lesser of 10 voting members or 10 percent
(10%) of the voting membership shall constitute a quorum. The members present in person at
such meeting may continue to do business until adjournment, notwithstanding the withdrawal of
enough members to leave less than a quorum. Whether or not a quorum is present, the meeting
may be adjourned by a vote of the members present.
Voting by Mail and/or email. If determined by the Board of Directors, the annual
election of directors by the voting members of the Corporation shall take place by mail and/or
facsimile transmission. If it is so determined, ballots shall be mailed, faxed or otherwise
delivered to all voting members not more than sixty (60) days before such annual meeting of the
members and, to be valid, ballots must be completed, mailed (or otherwise delivered) to the
Corporation and received by a date specified in the ballot, which shall be not less than twenty
(20) days before such annual meeting.
Termination of Membership. The membership of each member of the Corporation
will terminate upon the member's death, resignation, expulsion, or failure to pay dues as next
described. Unless otherwise determined by the Board of Directors, each member's membership
will immediately terminate if his or her membership dues have not been paid within ninety-one
(91) days after such member's dues were due. Members terminated as a result of expulsion may
not renew their membership in the Corporation without obtaining the affirmative vote of at least
two-thirds (b) of all the directors. Members terminated as a result of non-payment of dues may
reactivate their membership in the Corporation within two years after such termination by the
payment of all current and past due membership dues. Members terminated as a result of
resignation or for non-payment of dues in excess of two years may renew their membership only
by re-application for membership in the Corporation.
Suspension and Expulsion. Any member may be suspended or expelled from
membership with or without cause upon the affirmative vote of at least two-thirds (b) of all the
directors if, in the discretion of the Board as indicated by such vote, such suspension or
expulsion would be in the best interests of the Corporation. Nothing in these Bylaws shall be
construed as granting to any member a continued membership or expectation of membership in
the Corporation.
PROFESSIONAL COACHES AND GUESTS
4.. Definition. A Professional Coach is a qualified instructor who is invited by the Board
to provide instruction to members of the Corporation. A Professional Coach need not be a
member of the Corporation.
4.. Privileges. Each Professional Coach may enjoy all the privileges of the Corporation,
except that they may not vote or hold any office within the Corporation unless they are also a
senior member of the Corporation. However, a Professional Coach may serve as a member of
any committee of the Corporation.
4.. Independent Contractor. Each Professional Coach must be a member of Corporation.
Each Professional Coach is an independent contractor and must, as a condition of approval,
either: 1) provide his or her own workers disability compensation insurance; or 2) sign a waiver
of liability against the Corporation for any loss, expense or injury arising from the conduct of
Corporation related business.
4.. Approval. To become a Professional Coach, a candidate must submit a written
personal résumé to the Board and receive the approval of the Board.
4.. Guests. Each member may bring one or more guests to Corporation sessions, but no
individual guest may attend more than three (3) sessions per year as a guest.
4.. Responsibility For Guests. Each member shall be responsible for the conduct of, and
indebtedness incurred by, all guests admitted to the Corporation's facilities at the member's
request.
4.. Prospective Members. A prospective member may be admitted to three (3)
Corporation sessions per season as a guest provided he or she is accompanied in person by a
member who introduces such guest to the Chair of the Membership Committee, or in the absence
of the Chair, one of the directors of the Corporation, at each such session attended.
DIRECTORS
5.. Powers. Subject to any limitations of the Articles of Incorporation, the Georgia
Nonprofit Corporation Act or these Bylaws, all corporate powers shall be exercised by, or under
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the authority of, and the business and affairs of the Corporation shall be controlled by the Board
of Directors. Without prejudice to such general powers, but subject to the same limitations, it is
hereby expressly declared that the directors shall have the following powers:
To appoint and remove all officers of the Corporation subject to such limitations as may
appear in the Bylaws, and to prescribe such powers and duties for officers as may not be
inconsistent with law, with the Articles of Incorporation, or the Bylaws.
To conduct, manage and control the affairs of the Corporation, and to make such rules
and regulations therefor, not inconsistent with law, or with the Articles of Incorporation,
or the Bylaws, as they may deem best.
To designate any place for the holding of any membership meeting or Board of
Directors meeting, to change the principal office of the Corporation for the transaction of
its business from one location to another; to adopt make and use a corporate seal and to
alter the form of such seal from time to time, as, in their judgment, they may deem best,
provided such seal shall at all times comply with the provisions of law.
To borrow money and incur indebtedness for the purpose of the Corporation and to
cause to be executed and delivered therefor, in the Corporation's name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences
of debt, and securities thereof.
To manage in such manner as they may deem best, all funds and property, real and
personal, received and acquired by the Corporation, and to distribute, loan or dispense the
same or the income and profits therefrom.
To create such trusts, foundations, and subsidiaries, as the Board of Directors shall deem
necessary and to appoint the trustees, directors, or other governing officials of such legal
entities.
5.. Number of Directors. The number of directors constituting the entire Board shall be a
minimum of 3 and a maximum of 12, as fixed by resolution of the Board. Subject to the
foregoing, the number of directors may be determined from time to time by action of the voting
members or the Board of Directors, provided that any action by the Board of Directors to effect
such increase above the maximum or decrease below the minimum shall require the vote of at
least two-thirds (b) of all directors then in office. No decrease in the number of directors shall
shorten the term of any director then in office.
5.. Qualifications for Office. Every director must be a member in good standing of this
Corporation. Each director must be a U.S. citizen. No person who is holding public office is
eligible to be a director. Each director shall serve without compensation except for reasonable
expenses incurred for the Corporation. Directors appointed by the holder of any office or an
officer or board of any other organization are to act in their own right and not as a representative
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of any interest or group. Each director shall be at least 18 years of age.
5.. Election of Directors.
The Board of Directors shall choose their own members.
In the event that an office or an organization having appointing authority shall cease to exist,
then the Board of Directors shall designate the holder of another office or another organization to
exercise the appointing authority.
The term of each director, upon being elected to office, shall begin immediately
5.. Term of Office. The regular term of office for each director shall be 4 years, unless
sooner terminated by death, incapacity, resignation or removal. Directors may be elected or
appointed to no more than two (2) successive terms. A director who has served all or part of two
(2) successive terms shall be ineligible for reelection for one (1) year. All directors shall hold
office until the expiration of the term for which each was elected, until a successor has been duly
elected and qualified, or until the director's prior resignation or removal as hereinafter provided.
5.. Staggering of Terms. The terms of the directors shall be staggered. In order to
stagger the terms of directors, as close as possible to one-third (a) of the directors shall be
selected each year. In order to stagger the terms of the initial directors, upon the effective date of
these Bylaws or upon the installation of the initial directors, whichever occurs later, the directors
shall draw lots to determine which individuals shall serve for an initial term of one, two, or three
years.
5.. Nomination of Directors. Prior to the annual meeting of voting members, the Board
of Directors shall select a committee to present a list to the Board of Directors containing the
names of eligible nominees as directors for the ensuing year. Said list shall contain the names of
at least one eligible nominee to each vacancy. In case the Board of Directors fails, for any
reason, to elect such a committee within the time specified, then it shall be the duty of the
President to appoint such a committee. Nominations made by the committee for directors must
be delivered to the Secretary at least sixty (60) days before the annual meeting of the voting
members. The Secretary shall attach a list of nominees to the notification of the annual meeting
of the voting members.
5.. Removal, Resignation. Any director may resign from office at any time by giving
written notice thereof to an officer of the Corporation. Any director may be removed [with or
without cause] by a two-thirds (b) vote of all of the other directors then in office.
5.. Filling of Vacancies. Any vacancy occurring on the Board of Directors may be filled
by a vote of the majority of the remaining directors. A director so chosen shall serve for the
balance of the unexpired term of the vacant office. If the Board of Directors accepts the
resignation of a director, tendered to take effect at a future time, the Board may elect a successor
to take office when the resignation becomes effective for the balance of the unexpired term of the
resigning director. However, the Board has the power to fill or leave unfilled, until the next
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election, all vacancies occurring on the Board, including those created by an authorized increase
in the number of directors. In the event that the Board decides not to fill a vacancy for a director
whose office is subject to election by the voting membership, the President may call a special
meeting of the voting members to elect such director. In the event that less than a quorum of the
Board remains to fill vacancies, then in that event, a vote of one hundred percent of the
remaining directors shall be required to fill any vacancy.
5.. Place and Number of Meetings. Meetings of the Board of Directors shall be held at
any place which has been designated from time to time by resolution of the Board or by written
consent of all directors. In the absence of such designation, meetings shall be held at the
principal office of the Corporation. The Board shall hold at least three (3) meetings each
calendar year.
5.. Annual and Special Meetings. Immediately following each annual meeting of voting
members, the Board of Directors shall hold an annual meeting for the purpose of filling
vacancies on the Board and the election of officers. Other business may be transacted at the
annual meeting if proper notice thereof is given. Special meetings of the Board of Directors for
any purpose(s) may be called at any time by the President, or, if the President is absent, or unable
or refuses to act, by one-third (a) of the directors then in office.
5.. Notice of Meetings. A regular meeting of the directors may be held without prior
notice. Notice of the time and place of special meetings of the Board shall be given personally to
the directors or sent by mail or other form of communication, charges prepaid, addressed to the
director at their address as shown upon the records of the Corporation at least three (3) days in
advance of such meeting. Such notice shall state the general nature of the business to be
considered at the special meeting.
5.. Quorum and Voting. A quorum will consist of at least one-third (a) of the total
number of directors. Every act or decision done or made by a majority of the directors present at
a meeting duly held, at which a quorum was present, shall be regarded as the act of the Board of
Directors, unless a greater number is required by law or by the Articles of Incorporation or by
these Bylaws. Each director present shall be entitled to one (1) vote. Voting by proxy shall not
be permitted.
A director may participate in any meeting of the directors by means of conference
telephone or similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting pursuant to this paragraph constitutes
presence in person at the meeting.
The transactions of any meetings of the Board of Directors, however called and noticed,
or wherever held, shall be as valid as though they had a meeting duly held after regular call and
notice, if a quorum be present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice or a consent to holding such meeting or an approval of
the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate
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records or made a part of the minutes of the meeting.
5.. Presumption of Assent. A director who is present at any meeting of the directors, or a
committee thereof of which the director is a member, at which action on a corporate matter is
taken, is presumed to have assented to such action unless a dissent is entered in the minutes of
the meeting or unless the director files a written dissent to the action with the person acting as the
secretary of the meeting before or promptly after the adjournment thereof. A director who is
absent from a meeting of the Board, or a committee thereof of which the director is a member, at
which any such action is taken is presumed to have concurred in the action unless the director
files a dissent with the Secretary of the Corporation within a reasonable time after obtaining
knowledge of the action.
5.. Action By Unanimous Written Consent. Any action required or permitted to be taken
by the Board of Directors may be taken without a meeting and with the same force and effect as
if taken by a unanimous vote of directors, if authorized by writing signed individually or
collectively by all directors. Such consent shall be filed with the regular minutes of the Board.
5.. Notice of Adjournment. Notice of the time and place of holding an adjourned
meeting need not be given to absent directors if the time and place be fixed at the meeting
adjourned.
5.. Ex Officio Board Advisors. All current officers of the Corporation and the immediate
past President of the Corporation, to the extent such persons are not elected directors, shall be ex
officio advisors to the Board of Directors. Ex officio advisors are entitled to attend and
participate in meetings of the Board of Directors, but not to vote in their ex officio capacity.
However, the immediate past president may vote solely in the event of a tie vote among directors
present at a duly convened meeting of the Board, to break the tie. Current officers shall be ex
officio advisors so long as they are officers of the Corporation. The immediate past president
shall be an ex officio advisor for a term of one (1) year.
5.. Committees. Committees of the Board of Directors shall be standing or special. The
Board of Directors or the President may refer to the proper committee any matter affecting the
Corporation or any operations needing study, recommendation, or action. The Board may
establish such standing or special committees as it deems appropriate with such duties and
responsibilities as it shall designate, except that no committee has the power to do any of the
things a committee is prohibited from doing under the Georgia Nonprofit Corporation Act. The
Board shall appoint the members of such committees. Persons other than directors may be
appointed to such committees, but the Chair of each committee must be a director of the
Corporation.
ARTICLE
OFFICERS
6.. Responsibility. All officers are subordinate and responsible to the Board of Directors.
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6.. Number and Selection. The Board of Directors shall appoint a President, a
Secretary/Treasurer, and may appoint one or more Vice-Presidents, Assistant Secretaries,
Assistant Treasurers, and such other officers as they may determine. Any two or more offices
may be held by the same person except the office of President. The President and the Vice
President, if any, must also be a director of the Corporation. Each officer shall hold office until a
successor is elected and qualified, or until the officer's resignation, death or removal. Vacancies
in offices shall be filled by election by the Board of Directors at any time to serve unexpired
terms.
6.. Resignation and Removal. The resignation of any officer shall be tendered in writing
to any other officer and shall be effective as of the date stated in the resignation. Any officer
may be removed during their term by majority vote of the Board of Directors whenever, in their
judgment, removal would serve the best interests of the Corporation. Such removal shall
terminate all authority of the officer, except that any rights to compensation and other perquisites
shall depend on the terms of the officer's employment and the circumstances of removal.
6.. President. The President shall be the chief executive and operating officer of the
Corporation, and subject to the direction and under the supervision of the Board of Directors,
shall have general charge of the business affairs and property of the Corporation. The President
shall preside at all meetings of the Board of Directors. The President shall have such other duties
and responsibilities and may exercise such other powers as are usually incident to the office or as
from time to time may be assigned by these Bylaws or the Board of Directors.
6.. Chair of the Board. The Chair of the Board shall interest himself in all affairs of the
Corporation; he shall preside at all meetings of the Board of Directors. He shall appoint all
committees and designate all committee chairmen, unless the composition of any committee is
specifically provided for the Articles or these Bylaws. He shall do and perform such other duties
as are usually incident to the office or as from time to time may be assigned to him by these
bylaws or the Board of Directors.
6.. Vice President. At the request of the President, or in the President's absence or
disability, the Vice President shall perform all the duties of the President. When so acting, the
Vice President shall have all of the powers of, and be subject to all the restrictions upon the
President. The Vice President shall have such other duties and responsibilities and may exercise
such other powers as from time to time may be assigned by the President or the Board of
Directors or as may be provided in these Bylaws.
6.. Secretary. The Secretary shall cause to be kept at the principal office of the
Corporation, the Secretary's principal place of business, or such other place as the Board of
Directors may order, the official seal of the Corporation (if any), the membership records and a
book of minutes of all meetings of directors and members. The Secretary shall keep a
membership book containing names and addresses of each member, and the date upon which the
membership ceased. The Secretary shall give the notices of the special meetings of the voting
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members as provided in these Bylaws. The Secretary shall also maintain and protect a file of all
official and legal documents of the Corporation. The Secretary shall perform such other and
further duties as may be required by law or as may be prescribed or required from time to time
by the Board of Directors or the Bylaws.
6.. Treasurer. The Treasurer shall have custody of all Corporation funds; keep full and
accurate accounts of all receipts and disbursements of the Corporation, an inventory of assets,
and a record of the liabilities of the Corporation; deposit all money and other securities in such
depositories as may be designated by the Board of Directors; disburse the funds of the
Corporation as ordered by the President or the Board of Directors taking proper vouchers for
disbursements; and prepare all statements and reports required by law, by the President or by the
Board of Directors. The Treasurer shall have such other duties and responsibilities and may
exercise such other powers as are usually incident to the office or as from time to time may be
assigned by these Bylaws, the Board of Directors, or the President. The Board of Directors or
the President may delegate all or part of the authority and duties of the Treasurer to subordinate
officers.
6.8.1 For the present time, the Corporation has elected to combine the offices of
Secretary and Treasurer, and this position shall perform all duties as prescribed by sections 6.7
and 6.8 of these Bylaws.
6.. Salaries. The salaries of the officers, if any, of the Corporation shall be fixed from
time to time by the Board of Directors. The Board of Directors may delegate to any officer the
authority to fix the salary or other compensation of subordinate officers. No officer or
subordinate officer shall be prevented from receiving such salary by reason of the fact that such
officer is also a director of the Corporation. The Board of Directors may make provision for
continuance, for a reasonable period, of a reasonable portion of the salary of any officer who
may become disabled during their term of office.
6.. Annual Transition. To maintain Corporation continuity, officers whose terms of
office have expired shall assure the orderly transition of authority to their successors before
being relieved of their responsibilities. Similarly, officers whose terms of office have expired
shall take all appropriate steps to substitute their successors on all of the Corporation's financial
accounts and signature cards.
ARTICLE
PROHIBITED ACTIVITIES
7.. Actions Jeopardizing Tax Status. This Corporation shall not carry on any activities
not permitted to be carried on by an organization exempt from federal income taxes under
501(c)(7) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of
any future United States internal revenue law.
7.. Lobbying and Political Activities. The Corporation may devote a substantial part of
its activities for lobbying purposes (including the publishing or distribution of statements) or
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otherwise attempting to influence legislation. However, the Corporation may participate or
intervene in (including the publishing or distribution of statements) any political or judicial
campaign on behalf of any candidate for public office only to an insubstantial degree.
7.. Private Inurement. No part of the net income or net assets of the Corporation shall
inure to the benefit of, or be distributable to, its directors, officers, or members. Specifically,
club revenue generated from nonmembers shall not be used to the personal advantage of the
members (such as in reduced dues, improved facilities, and the like). However, the Corporation
is authorized to pay reasonable compensation to employees for services actually rendered and to
make payments and distributions in furtherance of its tax exempt purposes.
7.. Non-Discrimination. In the conduct of all aspects of its activities, the Corporation
shall not discriminate on the grounds of race, color, national origin or gender.
7.. Conflicts of Interest. A conflict of interest occurs when a person under a duty to
promote the interests of the Corporation (a "fiduciary") is in a position to promote a competing
interest instead. Fiduciaries include all Corporation employees, directors or officers, and
members of any Corporation committee. Undisclosed or unresolved conflicts of interest are a
breach of the duty to act in the best interests of the Corporation and work to the detriment of the
Corporation.
7.. Typical Conflict Situations. Conflicts of interest are likely to arise whenever: a) a
fiduciary has a personal interest in a vendor of goods or services to the Corporation; or b)
Corporation employees are loaned to other organizations, or the employees of another
organization are loaned to this Corporation.
7.. Discharging Conflicts of Interest. All conflicts of interest must be disclosed to the
Board of Directors. After disclosure is made, the individual with a conflicting interest must not
participate in judging the merits of that interest. That is, such individual must abstain from
voting on, or recommending a course of action with respect to, the situation giving rise to the
conflict. When these are done, the conflict of interest has been properly discharged.
7.. Preventing Conflict Situations. The Corporation, through the Board of Directors,
shall encourage all fiduciaries to prevent conflicts of interest where possible.
Fiduciaries should refuse to enter into self-dealing relationships with the Corporation as
a vendor.
Fiduciaries should not accept anything but gifts of insubstantial value from vendors.
The lending of employees to or acceptance of loaned employees from, other
organizations should be avoided. If done, however, a clearly drafted contract defining
wages, responsibilities, indemnification and conditions of employment is required.
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7.. Litigation. The Corporation shall not be a voluntary party in any litigation without
the prior written approval of the Board of Directors.
ARTICLE
OTHER FINANCIAL MATTERS
8.. Property of the Corporation. The title to all property of the Corporation, both real and
personal, shall be vested in the Corporation.
8.. Disposition Upon Dissolution. Upon the dissolution or winding up of the
Corporation, or in the event it shall cease to engage in carrying out the purposes and goals set
forth in these Bylaws, all of the business, properties, assets and income of the Corporation
remaining after payment, or provision for payment, of all debts and liabilities of this
Corporation, shall be distributed to a nonprofit fund, association, or corporation which is
organized and operated exclusively for tax exempt purposes which are reasonably related to the
purposes and goals of this Corporation, as may be determined by the Board of Directors of this
Corporation in its sole discretion, and which has established its tax exempt status under 501(c)(7)
of the Internal Revenue Code of 1986, as amended.
8.. Contracts. The Board of Directors may authorize any officer or agent to enter into
any contract or execute and deliver any instrument in the name of and on behalf of the
Corporation. Such authority may be general or confined to a specific instance. Unless so
authorized by the Board of Directors, no officer, agent, or employee shall have any power or
authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render
it pecundiarily liable for any purpose or to any amount. When the execution of any contract or
other instrument has been authorized by the Board of Directors without specification of the
executing officer, the President, either alone or with the Secretary or any Assistant Secretary,
may execute the same in the name of, and on behalf of, the Corporation, and any such officer
may affix the corporate seal (if any) of the Corporation thereto.
8.. Voting Stock Owned by the Corporation. The Board of Directors may by resolution
provide for the designation of the person who shall have full power and authority on behalf of
the Corporation to vote either in person or by proxy at any meeting of the security holders of any
corporation or other entity in which this Corporation may hold voting stock or other securities,
and may further provide that at any such meeting such person may possess and exercise all of the
rights and powers incident to the ownership of such voting securities which, as the owner
thereof, this Corporation might have possessed and exercised if present. The Board of Directors
may revoke any such powers as granted at its pleasure.
8.. Financial Accounts. The Corporation may establish one or more checking accounts,
savings accounts or investment accounts with appropriate financial entities or institutions as
determined in the discretion of the Board of Directors to hold, manage or disburse any funds for
Corporation purposes. All checks, drafts or other orders for the payment of money, and all notes
or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such
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officer(s) or agent(s) of the Corporation, and in such manner, as is determined by the Board of
Directors from time to time.
8.. Appointment and Employment of Advisors. The Board may from time to time
appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in
determining policies and formulating programs for carrying out the Corporation's purposes. The
Board is authorized to employ such persons, including an executive officer, attorneys,
accountants, agents and assistants as in its opinion are needed for the administration of the
Corporation and to pay reasonable compensation for services and expenses thereof.
8.. Financial Statements and Reports. An independent auditor appointed or approved by
the Board shall at such time as the Board determines prepare for the Corporation as a whole a
consolidated financial statement, including a statement of combined capital assets and liabilities,
a statement of revenues, expenses and distributions, a list of projects and/or organizations to or
for which funds were used or distributed, and such other additional reports or information as may
be ordered from time to time by the Board. The auditor shall also prepare such financial data as
may be necessary for returns or reports required by state or federal government to be filed by the
Corporation. The auditor's charges and expenses shall be proper expenses of administration.
8.. Limitations on Debt. No debt shall be incurred by the Corporation beyond the
accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of
indebtedness shall be issued in the name of the Corporation unless authorized by the Board of
Directors.
8.. Liability of Directors and Officers. No director or officer of the Corporation shall be
personally liable to its creditors or for any indebtedness or liability and any and all creditors shall
look only to the Corporation's assets for payment. Further, neither any officer, the Board nor any
of its individual members shall be liable for acts, neglects or defaults of an employee, agent or
representative selected with reasonable care, nor for anything the same may do or refrain from
doing in good faith, including the following of done in good faith: errors in judgment, acts done
or committed on advice of counsel, or any mistakes of fact or law.
8.. Liability of Members. No member of the Corporation shall be personally liable to its
creditors or for any indebtedness or liability and any and all creditors shall look only to the
Corporation's assets for payment.
8.. Property Interests Upon Termination of Membership. Members have no interest in
the property, assets or privileges of the Corporation. Cessation of membership shall operate as a
release and assignment to the Corporation of all right, title and interest of any member, but shall
not affect any indebtedness of the Corporation to such member.
The fiscal year of the Corporation shall be from January 1st to December 31 st , each year
.
ARTICLE
14
COMMITTEES
9.. Committee Powers. Committees of the Corporation shall be standing or special. The
Board of Directors or the President may refer to the proper committee any matter affecting the
Corporation or any operations needing study, recommendation, or action. The Board may
establish such special committees or standing committees in addition to those specified in this
Article as it deems appropriate with such duties and responsibilities as it shall designate, except
that no committee has the power to do any of the things a committee is prohibited from doing
under the Georgia Nonprofit Corporation Act. All committees shall act by majority vote, unless
otherwise prescribed by the Board of Directors.
9.. Limitations. Except in cases where these Bylaws or the Board of Directors has by
written resolution provided otherwise, the function of any committee is as an advisory group to
the Board of Directors. No member of any committee, without the prior written consent of the
Board of Directors, has the authority to purchase, collect funds, open bank accounts, implement
policy, or bind or obligate the Corporation or its Board of Directors in any way or by any means.
All such powers are expressly reserved to the Board of Directors and the officers of the
Corporation.
9.. Committee Membership. The Board, acting upon the recommendation of the
President, shall appoint the members of such committees, and also select a committee Chair.
Persons other than directors may be appointed to such committees, but the Chair of each
committee must be a director of the Corporation. The President shall be an ex-officio member of
every committee other than the Executive Committee. Every committee shall consist of at least
two (2) persons, exclusive of the President. Committee members shall be appointed for one-year
terms. No member of any committee may serve more than two consecutive terms on the same
committee.
9.. Standing Committees. In addition to other committees the Board may establish from
time to time, the following will be standing committees of the Corporation:
Executive Committee. The Executive Committee shall, in intervals between meetings
of the Board of Directors, have general control of the affairs of the Corporation, but
nothing herein shall be construed to allow the Executive Committee to act to the
exclusion of, or contrary to, the expressed direction of the Board of Directors. The
President shall be the Chair of the Executive Committee.
Finance Committee. The Finance Committee shall in general be responsible to oversee
the preparation of all statements, reports, returns and audits of the Corporation's finances,
and to oversee the investment of the various funds of the Corporation. The Finance
Committee shall also submit recommendations to the Board for the selection of auditors,
accountants and investment managers.
Nominations Committee. The Nominations Committee shall be responsible for
15
submitting and recommending to the Board of Directors the names of persons with
appropriate skills and good reputation to serve as directors, officers and committee
members of the Corporation. In so doing, the Nominations Committee shall attempt to
select individuals from a cross-section of the community in terms of race, religion, sex,
ethnicity, occupation, institutional affiliation, level of education and geographic
distribution within the community, whose service will be a valuable contribution to the
Corporation.
Membership Committee. The Membership Committee shall carry on a membership
solicitation drive each year. This committee shall also recommend to the directors the
types and amounts of dues for memberships in the Corporation.
Publicity Committee. The Publicity Committee shall be responsible for contact with
other organizations with similar purposes and for the distribution of news of the
Corporation and its activities to the public.
Activities Committee. The Activities Committee shall organize various activities and
events, not necessarily limited to fund raising events, and coordinate its efforts with, and
assist, the Publicity Committee.
9.. Special Committees. The Board may establish such special committees as it deems
appropriate from time to time. Special committees shall have the duties and responsibilities as
the Board shall designate from time to time.
ARTICLE
INDEMNIFICATION
10.. Right to Indemnification. Each person who was or is a party to or is threatened to be
made a party to or is involved in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, formal or informal (hereinafter referred to as a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal representative, is or
was a director or officer of the Corporation or, while serving as a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture,
trust, or other enterprise, whether for profit or not, including service with respect to employee
benefit plans, whether the basis of the proceeding is alleged action in an official capacity as a
director, officer, employee, or agent or in any other capacity while serving as a director or
officer, shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by state law, as it exists or may be amended (but, in the case of any such amendment,
only to the extent that the amendment permits the corporation to provide broader indemnification
rights than state law permitted the Corporation to provide before the amendment), against all
expenses, liability, and loss (including attorney fees, judgments, fines, ERISA excise taxes, or
penalties and amounts to be paid in settlement) reasonably incurred by the person in connection
therewith, and the indemnification shall continue for a person who has ceased to be a director or
16
officer and shall inure to the benefit of his or her heirs, executors, and administrators; provided,
however, that except as provided in the next section with respect to proceedings seeking to
enforce rights to indemnification, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding, or part thereof, initiated by the person only if
the proceeding, or part thereof, was authorized by the board of directors of the Corporation. To
the extent authorized by state law, the Corporation may, but shall not be required to, pay
expenses incurred in defending a proceeding in advance of its final disposition. The right to
indemnification conferred in this article shall be a contract right.
10.. NonExclusivity of Rights. The right to indemnification conferred in this article shall
not be exclusive of any other right that any person may have or acquire under any statute,
provision of the articles of incorporation, bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.
10.. Indemnification of Employees and Agents of the Corporation. The corporation may,
to the extent authorized from time to time by the board of directors, grant rights to
indemnification and to payment by the Corporation, for expenses incurred in defending any
proceeding before its final disposition, to any employee or agent of the Corporation to the fullest
extent of the provisions of this article with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.
10.. Insurance. The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner, trustee, employee, or
agent of another corporation, partnership, joint venture, trust, or other enterprise, against any
liability asserted against the person and incurred by him or her in any such capacity or arising out
of his or her status as such, whether or not the Corporation would have power to indemnify the
person against the liability under these bylaws or the laws of the state of Georgia.
10.. Changes in Georgia Law. If there is any change of the Georgia statutory provisions
applicable to the Corporation relating to the subject matter of this Article, then the
indemnification to which any person shall be entitled under this Article shall be determined by
the changed provisions, but only to the extent that the change permits the Corporation to provide
broader indemnification rights than the provisions permitted the Corporation to provide before
the change. Subject to the next Section, the Board of Directors is authorized to amend these
bylaws to conform to any such changed statutory provisions.
10.. Amendment or Repeal of Article. No amendment or repeal of this Article shall
apply to or have any effect on any director, officer, employee, or agent of the Corporation for or
with respect to any acts or omissions of the director, officer, employee, or agent occurring before
the amendment or repeal.
10.. Impact of Tax Exempt Status. The rights to indemnification set forth in this Article
are expressly conditioned upon such rights not violating the Corporation's status as a tax exempt
17
organization described in 501(c)(7) of the Internal Revenue Code of 1986, as amended.
ARTICLE
AMENDMENTS TO BYLAWS
11.. Adoption. Except as otherwise provided herein with respect to greater voting
requirements, or provisions which are not subject to amendment, if any, these Bylaws may be
adopted, amended, restated or repealed by a majority of the Board of Directors.
11.. Inspection of Bylaws. The original or copy of these Bylaws, as amended or
otherwise altered to date, certified by the Secretary, shall at all times be kept in the principal
office of the Corporation for the transaction of business, and shall be open to inspection by the
members, officers and directors at all reasonable times during office hours.
I, Patti A. Fuller, hereby certify that I am the duly elected Secretary of North Georgia
Boating Club Inc.; that attached hereto are the Bylaws of the within named corporation, and that
such have been duly enacted and are in full force and effect as of the date hereof.
Dated: ___________________________
____________________________________
Secretary
Subscribed and sworn to before me this date of ________________________.
____________________________________
Notary Public,
My commission expires _______________.
North Georgia Boating Club, Inc.
NAME AND LOCATION
The name of this corporation, which is a nonprofit corporation organized under the
Nonprofit Corporation Act of the State of Georgia, is North Georgia Boating Club, Inc.
(hereinafter Corporation). The principal office of this Corporation shall be situated in the State of Georgia at
such specific location as the Board of Directors shall determine from time to time. The
Corporation may also have such other offices as the Board of Directors determines from time to
time.
PURPOSE
General Purpose. The Corporation is organized and operated for the following
general purposes:
Exclusively as a social club organized and operated for the pleasure and recreation of its
members within the meaning of 501(c)(7) of the Internal Revenue Code of 1986 (as
amended) or the corresponding provision of any future United States internal revenue
law.
To exercise such of the rights, powers, duties and authority of a nonprofit corporation
organized under the Nonprofit Corporation Act of the State of Georgia which are
consistent with the preceding paragraph.
The Corporation shall not engage in the business of making its social and recreational
facilities available to the general public. Further, the Corporation shall not make any
solicitation of the general public to utilize club facilities.
Specific Purposes. The specific purposes of the Corporation include, without
limitation, the following:
Boating & Water Sports Club
Promote Boating Safety
MEMBERSHIP.Qualifications For Membership. The members of the Corporation shall consist of
such persons as:
1) apply for membership on a form approved by the Board of Directors
2) subscribe to the purposes and goals of the Corporation;
3) agree to abide by the Bylaws of the Corporation as amended from time to time; and
4) Have appreciation and respect for public lands and waterways;
5) Have proven their proficiency in operating watercraft. A novice boater may
only operate a craft with 100 HP or less until tested and confirmed by a senior Director that they
have the required skills to operate a bigger vessel.
Classes of Members. The membership of the Corporation shall be divided into three
classes: regular members, trial members and associate members.
Regular Members. Regular members include all members who have access to reserve
club facilities for private party & club events
Trial Members. Trial Members may attend but not organize events utilizing club
facilities
Honorary Members. Honorary members are individuals who have contributed
outstanding services to the Corporation. Honorary membership may be conferred upon
individuals exclusively by the Board of Directors.
(d) Executive Members – Regular Members who have organized 2 or more successful
club events and have applied for executive member status.
Voting Rights. Each executive member in good standing shall be entitled to cast one
vote with respect to those matters submitted to the members for action or approval. There shall
not be any voting of members by proxy. Associate members, honorary members, and booster
members shall have no voting rights. Votes may be taken by voice, by a show of hands or by
written ballot. Voting members shall have no right to cumulate their votes.
Membership Dues. All regular members shall pay annual membership dues to the
Corporation in such amounts and in such manner as the Board of Directors determines from time
to time. Each year the Board of Directors shall specify a date, and give all members prior written
notice thereof, when membership dues are due, and permit members to pay their dues at any time
within ninety-one (91) days thereafter. The Corporation shall notify members of the portion of
dues allocable to lobbying and political campaign activities.
Meetings of Members. The annual meeting of the voting members shall be held at
3466 Keith Bridge Rd., in September of each year, or such other time as the Board of Directors
may fix in the notice of such meeting, at the principal place of business of the Corporation or in
such other place as may be designated by the Board of Directors. Should the days herein fixed
for the annual meeting fall upon a legal holiday, such meeting shall be held at the same time and
place on the next day thereafter ensuing which is not a legal holiday.
At each annual meeting the directors of the Corporation shall then be elected, but if such
meeting is not held or if directors are not elected thereat, they may be elected in any special
meeting of the voting members held for that purpose.
Special meetings of the voting members for any purpose or purposes may be called at any
time by the President, or by a majority of the directors, or upon written petition by at least ten
percent (10%) of the voting members.
Notice of Meetings of Members. Notice of each regular and special meeting shall be
given to each member entitled to vote thereat, either personally or by prepaid mail, or by
facsimile transmission or other electronic means, addressed to each member at the address
appearing on the books of the Corporation. Such notices shall be sent not less than ten (10) and
not more than sixty (60) days before each meeting, and shall specify the place, day, and hour of
the meeting and shall state the general nature of the business to be considered in such meeting.
The notice of the annual meeting shall designate it as such.
Quorum. The presence in person of the lesser of 10 voting members or 10 percent
(10%) of the voting membership shall constitute a quorum. The members present in person at
such meeting may continue to do business until adjournment, notwithstanding the withdrawal of
enough members to leave less than a quorum. Whether or not a quorum is present, the meeting
may be adjourned by a vote of the members present.
Voting by Mail and/or email. If determined by the Board of Directors, the annual
election of directors by the voting members of the Corporation shall take place by mail and/or
facsimile transmission. If it is so determined, ballots shall be mailed, faxed or otherwise
delivered to all voting members not more than sixty (60) days before such annual meeting of the
members and, to be valid, ballots must be completed, mailed (or otherwise delivered) to the
Corporation and received by a date specified in the ballot, which shall be not less than twenty
(20) days before such annual meeting.
Termination of Membership. The membership of each member of the Corporation
will terminate upon the member's death, resignation, expulsion, or failure to pay dues as next
described. Unless otherwise determined by the Board of Directors, each member's membership
will immediately terminate if his or her membership dues have not been paid within ninety-one
(91) days after such member's dues were due. Members terminated as a result of expulsion may
not renew their membership in the Corporation without obtaining the affirmative vote of at least
two-thirds (b) of all the directors. Members terminated as a result of non-payment of dues may
reactivate their membership in the Corporation within two years after such termination by the
payment of all current and past due membership dues. Members terminated as a result of
resignation or for non-payment of dues in excess of two years may renew their membership only
by re-application for membership in the Corporation.
Suspension and Expulsion. Any member may be suspended or expelled from
membership with or without cause upon the affirmative vote of at least two-thirds (b) of all the
directors if, in the discretion of the Board as indicated by such vote, such suspension or
expulsion would be in the best interests of the Corporation. Nothing in these Bylaws shall be
construed as granting to any member a continued membership or expectation of membership in
the Corporation.
PROFESSIONAL COACHES AND GUESTS
4.. Definition. A Professional Coach is a qualified instructor who is invited by the Board
to provide instruction to members of the Corporation. A Professional Coach need not be a
member of the Corporation.
4.. Privileges. Each Professional Coach may enjoy all the privileges of the Corporation,
except that they may not vote or hold any office within the Corporation unless they are also a
senior member of the Corporation. However, a Professional Coach may serve as a member of
any committee of the Corporation.
4.. Independent Contractor. Each Professional Coach must be a member of Corporation.
Each Professional Coach is an independent contractor and must, as a condition of approval,
either: 1) provide his or her own workers disability compensation insurance; or 2) sign a waiver
of liability against the Corporation for any loss, expense or injury arising from the conduct of
Corporation related business.
4.. Approval. To become a Professional Coach, a candidate must submit a written
personal résumé to the Board and receive the approval of the Board.
4.. Guests. Each member may bring one or more guests to Corporation sessions, but no
individual guest may attend more than three (3) sessions per year as a guest.
4.. Responsibility For Guests. Each member shall be responsible for the conduct of, and
indebtedness incurred by, all guests admitted to the Corporation's facilities at the member's
request.
4.. Prospective Members. A prospective member may be admitted to three (3)
Corporation sessions per season as a guest provided he or she is accompanied in person by a
member who introduces such guest to the Chair of the Membership Committee, or in the absence
of the Chair, one of the directors of the Corporation, at each such session attended.
DIRECTORS
5.. Powers. Subject to any limitations of the Articles of Incorporation, the Georgia
Nonprofit Corporation Act or these Bylaws, all corporate powers shall be exercised by, or under
5
the authority of, and the business and affairs of the Corporation shall be controlled by the Board
of Directors. Without prejudice to such general powers, but subject to the same limitations, it is
hereby expressly declared that the directors shall have the following powers:
To appoint and remove all officers of the Corporation subject to such limitations as may
appear in the Bylaws, and to prescribe such powers and duties for officers as may not be
inconsistent with law, with the Articles of Incorporation, or the Bylaws.
To conduct, manage and control the affairs of the Corporation, and to make such rules
and regulations therefor, not inconsistent with law, or with the Articles of Incorporation,
or the Bylaws, as they may deem best.
To designate any place for the holding of any membership meeting or Board of
Directors meeting, to change the principal office of the Corporation for the transaction of
its business from one location to another; to adopt make and use a corporate seal and to
alter the form of such seal from time to time, as, in their judgment, they may deem best,
provided such seal shall at all times comply with the provisions of law.
To borrow money and incur indebtedness for the purpose of the Corporation and to
cause to be executed and delivered therefor, in the Corporation's name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences
of debt, and securities thereof.
To manage in such manner as they may deem best, all funds and property, real and
personal, received and acquired by the Corporation, and to distribute, loan or dispense the
same or the income and profits therefrom.
To create such trusts, foundations, and subsidiaries, as the Board of Directors shall deem
necessary and to appoint the trustees, directors, or other governing officials of such legal
entities.
5.. Number of Directors. The number of directors constituting the entire Board shall be a
minimum of 3 and a maximum of 12, as fixed by resolution of the Board. Subject to the
foregoing, the number of directors may be determined from time to time by action of the voting
members or the Board of Directors, provided that any action by the Board of Directors to effect
such increase above the maximum or decrease below the minimum shall require the vote of at
least two-thirds (b) of all directors then in office. No decrease in the number of directors shall
shorten the term of any director then in office.
5.. Qualifications for Office. Every director must be a member in good standing of this
Corporation. Each director must be a U.S. citizen. No person who is holding public office is
eligible to be a director. Each director shall serve without compensation except for reasonable
expenses incurred for the Corporation. Directors appointed by the holder of any office or an
officer or board of any other organization are to act in their own right and not as a representative
6
of any interest or group. Each director shall be at least 18 years of age.
5.. Election of Directors.
The Board of Directors shall choose their own members.
In the event that an office or an organization having appointing authority shall cease to exist,
then the Board of Directors shall designate the holder of another office or another organization to
exercise the appointing authority.
The term of each director, upon being elected to office, shall begin immediately
5.. Term of Office. The regular term of office for each director shall be 4 years, unless
sooner terminated by death, incapacity, resignation or removal. Directors may be elected or
appointed to no more than two (2) successive terms. A director who has served all or part of two
(2) successive terms shall be ineligible for reelection for one (1) year. All directors shall hold
office until the expiration of the term for which each was elected, until a successor has been duly
elected and qualified, or until the director's prior resignation or removal as hereinafter provided.
5.. Staggering of Terms. The terms of the directors shall be staggered. In order to
stagger the terms of directors, as close as possible to one-third (a) of the directors shall be
selected each year. In order to stagger the terms of the initial directors, upon the effective date of
these Bylaws or upon the installation of the initial directors, whichever occurs later, the directors
shall draw lots to determine which individuals shall serve for an initial term of one, two, or three
years.
5.. Nomination of Directors. Prior to the annual meeting of voting members, the Board
of Directors shall select a committee to present a list to the Board of Directors containing the
names of eligible nominees as directors for the ensuing year. Said list shall contain the names of
at least one eligible nominee to each vacancy. In case the Board of Directors fails, for any
reason, to elect such a committee within the time specified, then it shall be the duty of the
President to appoint such a committee. Nominations made by the committee for directors must
be delivered to the Secretary at least sixty (60) days before the annual meeting of the voting
members. The Secretary shall attach a list of nominees to the notification of the annual meeting
of the voting members.
5.. Removal, Resignation. Any director may resign from office at any time by giving
written notice thereof to an officer of the Corporation. Any director may be removed [with or
without cause] by a two-thirds (b) vote of all of the other directors then in office.
5.. Filling of Vacancies. Any vacancy occurring on the Board of Directors may be filled
by a vote of the majority of the remaining directors. A director so chosen shall serve for the
balance of the unexpired term of the vacant office. If the Board of Directors accepts the
resignation of a director, tendered to take effect at a future time, the Board may elect a successor
to take office when the resignation becomes effective for the balance of the unexpired term of the
resigning director. However, the Board has the power to fill or leave unfilled, until the next
7
election, all vacancies occurring on the Board, including those created by an authorized increase
in the number of directors. In the event that the Board decides not to fill a vacancy for a director
whose office is subject to election by the voting membership, the President may call a special
meeting of the voting members to elect such director. In the event that less than a quorum of the
Board remains to fill vacancies, then in that event, a vote of one hundred percent of the
remaining directors shall be required to fill any vacancy.
5.. Place and Number of Meetings. Meetings of the Board of Directors shall be held at
any place which has been designated from time to time by resolution of the Board or by written
consent of all directors. In the absence of such designation, meetings shall be held at the
principal office of the Corporation. The Board shall hold at least three (3) meetings each
calendar year.
5.. Annual and Special Meetings. Immediately following each annual meeting of voting
members, the Board of Directors shall hold an annual meeting for the purpose of filling
vacancies on the Board and the election of officers. Other business may be transacted at the
annual meeting if proper notice thereof is given. Special meetings of the Board of Directors for
any purpose(s) may be called at any time by the President, or, if the President is absent, or unable
or refuses to act, by one-third (a) of the directors then in office.
5.. Notice of Meetings. A regular meeting of the directors may be held without prior
notice. Notice of the time and place of special meetings of the Board shall be given personally to
the directors or sent by mail or other form of communication, charges prepaid, addressed to the
director at their address as shown upon the records of the Corporation at least three (3) days in
advance of such meeting. Such notice shall state the general nature of the business to be
considered at the special meeting.
5.. Quorum and Voting. A quorum will consist of at least one-third (a) of the total
number of directors. Every act or decision done or made by a majority of the directors present at
a meeting duly held, at which a quorum was present, shall be regarded as the act of the Board of
Directors, unless a greater number is required by law or by the Articles of Incorporation or by
these Bylaws. Each director present shall be entitled to one (1) vote. Voting by proxy shall not
be permitted.
A director may participate in any meeting of the directors by means of conference
telephone or similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting pursuant to this paragraph constitutes
presence in person at the meeting.
The transactions of any meetings of the Board of Directors, however called and noticed,
or wherever held, shall be as valid as though they had a meeting duly held after regular call and
notice, if a quorum be present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice or a consent to holding such meeting or an approval of
the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate
8
records or made a part of the minutes of the meeting.
5.. Presumption of Assent. A director who is present at any meeting of the directors, or a
committee thereof of which the director is a member, at which action on a corporate matter is
taken, is presumed to have assented to such action unless a dissent is entered in the minutes of
the meeting or unless the director files a written dissent to the action with the person acting as the
secretary of the meeting before or promptly after the adjournment thereof. A director who is
absent from a meeting of the Board, or a committee thereof of which the director is a member, at
which any such action is taken is presumed to have concurred in the action unless the director
files a dissent with the Secretary of the Corporation within a reasonable time after obtaining
knowledge of the action.
5.. Action By Unanimous Written Consent. Any action required or permitted to be taken
by the Board of Directors may be taken without a meeting and with the same force and effect as
if taken by a unanimous vote of directors, if authorized by writing signed individually or
collectively by all directors. Such consent shall be filed with the regular minutes of the Board.
5.. Notice of Adjournment. Notice of the time and place of holding an adjourned
meeting need not be given to absent directors if the time and place be fixed at the meeting
adjourned.
5.. Ex Officio Board Advisors. All current officers of the Corporation and the immediate
past President of the Corporation, to the extent such persons are not elected directors, shall be ex
officio advisors to the Board of Directors. Ex officio advisors are entitled to attend and
participate in meetings of the Board of Directors, but not to vote in their ex officio capacity.
However, the immediate past president may vote solely in the event of a tie vote among directors
present at a duly convened meeting of the Board, to break the tie. Current officers shall be ex
officio advisors so long as they are officers of the Corporation. The immediate past president
shall be an ex officio advisor for a term of one (1) year.
5.. Committees. Committees of the Board of Directors shall be standing or special. The
Board of Directors or the President may refer to the proper committee any matter affecting the
Corporation or any operations needing study, recommendation, or action. The Board may
establish such standing or special committees as it deems appropriate with such duties and
responsibilities as it shall designate, except that no committee has the power to do any of the
things a committee is prohibited from doing under the Georgia Nonprofit Corporation Act. The
Board shall appoint the members of such committees. Persons other than directors may be
appointed to such committees, but the Chair of each committee must be a director of the
Corporation.
ARTICLE
OFFICERS
6.. Responsibility. All officers are subordinate and responsible to the Board of Directors.
9
6.. Number and Selection. The Board of Directors shall appoint a President, a
Secretary/Treasurer, and may appoint one or more Vice-Presidents, Assistant Secretaries,
Assistant Treasurers, and such other officers as they may determine. Any two or more offices
may be held by the same person except the office of President. The President and the Vice
President, if any, must also be a director of the Corporation. Each officer shall hold office until a
successor is elected and qualified, or until the officer's resignation, death or removal. Vacancies
in offices shall be filled by election by the Board of Directors at any time to serve unexpired
terms.
6.. Resignation and Removal. The resignation of any officer shall be tendered in writing
to any other officer and shall be effective as of the date stated in the resignation. Any officer
may be removed during their term by majority vote of the Board of Directors whenever, in their
judgment, removal would serve the best interests of the Corporation. Such removal shall
terminate all authority of the officer, except that any rights to compensation and other perquisites
shall depend on the terms of the officer's employment and the circumstances of removal.
6.. President. The President shall be the chief executive and operating officer of the
Corporation, and subject to the direction and under the supervision of the Board of Directors,
shall have general charge of the business affairs and property of the Corporation. The President
shall preside at all meetings of the Board of Directors. The President shall have such other duties
and responsibilities and may exercise such other powers as are usually incident to the office or as
from time to time may be assigned by these Bylaws or the Board of Directors.
6.. Chair of the Board. The Chair of the Board shall interest himself in all affairs of the
Corporation; he shall preside at all meetings of the Board of Directors. He shall appoint all
committees and designate all committee chairmen, unless the composition of any committee is
specifically provided for the Articles or these Bylaws. He shall do and perform such other duties
as are usually incident to the office or as from time to time may be assigned to him by these
bylaws or the Board of Directors.
6.. Vice President. At the request of the President, or in the President's absence or
disability, the Vice President shall perform all the duties of the President. When so acting, the
Vice President shall have all of the powers of, and be subject to all the restrictions upon the
President. The Vice President shall have such other duties and responsibilities and may exercise
such other powers as from time to time may be assigned by the President or the Board of
Directors or as may be provided in these Bylaws.
6.. Secretary. The Secretary shall cause to be kept at the principal office of the
Corporation, the Secretary's principal place of business, or such other place as the Board of
Directors may order, the official seal of the Corporation (if any), the membership records and a
book of minutes of all meetings of directors and members. The Secretary shall keep a
membership book containing names and addresses of each member, and the date upon which the
membership ceased. The Secretary shall give the notices of the special meetings of the voting
10
members as provided in these Bylaws. The Secretary shall also maintain and protect a file of all
official and legal documents of the Corporation. The Secretary shall perform such other and
further duties as may be required by law or as may be prescribed or required from time to time
by the Board of Directors or the Bylaws.
6.. Treasurer. The Treasurer shall have custody of all Corporation funds; keep full and
accurate accounts of all receipts and disbursements of the Corporation, an inventory of assets,
and a record of the liabilities of the Corporation; deposit all money and other securities in such
depositories as may be designated by the Board of Directors; disburse the funds of the
Corporation as ordered by the President or the Board of Directors taking proper vouchers for
disbursements; and prepare all statements and reports required by law, by the President or by the
Board of Directors. The Treasurer shall have such other duties and responsibilities and may
exercise such other powers as are usually incident to the office or as from time to time may be
assigned by these Bylaws, the Board of Directors, or the President. The Board of Directors or
the President may delegate all or part of the authority and duties of the Treasurer to subordinate
officers.
6.8.1 For the present time, the Corporation has elected to combine the offices of
Secretary and Treasurer, and this position shall perform all duties as prescribed by sections 6.7
and 6.8 of these Bylaws.
6.. Salaries. The salaries of the officers, if any, of the Corporation shall be fixed from
time to time by the Board of Directors. The Board of Directors may delegate to any officer the
authority to fix the salary or other compensation of subordinate officers. No officer or
subordinate officer shall be prevented from receiving such salary by reason of the fact that such
officer is also a director of the Corporation. The Board of Directors may make provision for
continuance, for a reasonable period, of a reasonable portion of the salary of any officer who
may become disabled during their term of office.
6.. Annual Transition. To maintain Corporation continuity, officers whose terms of
office have expired shall assure the orderly transition of authority to their successors before
being relieved of their responsibilities. Similarly, officers whose terms of office have expired
shall take all appropriate steps to substitute their successors on all of the Corporation's financial
accounts and signature cards.
ARTICLE
PROHIBITED ACTIVITIES
7.. Actions Jeopardizing Tax Status. This Corporation shall not carry on any activities
not permitted to be carried on by an organization exempt from federal income taxes under
501(c)(7) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of
any future United States internal revenue law.
7.. Lobbying and Political Activities. The Corporation may devote a substantial part of
its activities for lobbying purposes (including the publishing or distribution of statements) or
11
otherwise attempting to influence legislation. However, the Corporation may participate or
intervene in (including the publishing or distribution of statements) any political or judicial
campaign on behalf of any candidate for public office only to an insubstantial degree.
7.. Private Inurement. No part of the net income or net assets of the Corporation shall
inure to the benefit of, or be distributable to, its directors, officers, or members. Specifically,
club revenue generated from nonmembers shall not be used to the personal advantage of the
members (such as in reduced dues, improved facilities, and the like). However, the Corporation
is authorized to pay reasonable compensation to employees for services actually rendered and to
make payments and distributions in furtherance of its tax exempt purposes.
7.. Non-Discrimination. In the conduct of all aspects of its activities, the Corporation
shall not discriminate on the grounds of race, color, national origin or gender.
7.. Conflicts of Interest. A conflict of interest occurs when a person under a duty to
promote the interests of the Corporation (a "fiduciary") is in a position to promote a competing
interest instead. Fiduciaries include all Corporation employees, directors or officers, and
members of any Corporation committee. Undisclosed or unresolved conflicts of interest are a
breach of the duty to act in the best interests of the Corporation and work to the detriment of the
Corporation.
7.. Typical Conflict Situations. Conflicts of interest are likely to arise whenever: a) a
fiduciary has a personal interest in a vendor of goods or services to the Corporation; or b)
Corporation employees are loaned to other organizations, or the employees of another
organization are loaned to this Corporation.
7.. Discharging Conflicts of Interest. All conflicts of interest must be disclosed to the
Board of Directors. After disclosure is made, the individual with a conflicting interest must not
participate in judging the merits of that interest. That is, such individual must abstain from
voting on, or recommending a course of action with respect to, the situation giving rise to the
conflict. When these are done, the conflict of interest has been properly discharged.
7.. Preventing Conflict Situations. The Corporation, through the Board of Directors,
shall encourage all fiduciaries to prevent conflicts of interest where possible.
Fiduciaries should refuse to enter into self-dealing relationships with the Corporation as
a vendor.
Fiduciaries should not accept anything but gifts of insubstantial value from vendors.
The lending of employees to or acceptance of loaned employees from, other
organizations should be avoided. If done, however, a clearly drafted contract defining
wages, responsibilities, indemnification and conditions of employment is required.
12
7.. Litigation. The Corporation shall not be a voluntary party in any litigation without
the prior written approval of the Board of Directors.
ARTICLE
OTHER FINANCIAL MATTERS
8.. Property of the Corporation. The title to all property of the Corporation, both real and
personal, shall be vested in the Corporation.
8.. Disposition Upon Dissolution. Upon the dissolution or winding up of the
Corporation, or in the event it shall cease to engage in carrying out the purposes and goals set
forth in these Bylaws, all of the business, properties, assets and income of the Corporation
remaining after payment, or provision for payment, of all debts and liabilities of this
Corporation, shall be distributed to a nonprofit fund, association, or corporation which is
organized and operated exclusively for tax exempt purposes which are reasonably related to the
purposes and goals of this Corporation, as may be determined by the Board of Directors of this
Corporation in its sole discretion, and which has established its tax exempt status under 501(c)(7)
of the Internal Revenue Code of 1986, as amended.
8.. Contracts. The Board of Directors may authorize any officer or agent to enter into
any contract or execute and deliver any instrument in the name of and on behalf of the
Corporation. Such authority may be general or confined to a specific instance. Unless so
authorized by the Board of Directors, no officer, agent, or employee shall have any power or
authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render
it pecundiarily liable for any purpose or to any amount. When the execution of any contract or
other instrument has been authorized by the Board of Directors without specification of the
executing officer, the President, either alone or with the Secretary or any Assistant Secretary,
may execute the same in the name of, and on behalf of, the Corporation, and any such officer
may affix the corporate seal (if any) of the Corporation thereto.
8.. Voting Stock Owned by the Corporation. The Board of Directors may by resolution
provide for the designation of the person who shall have full power and authority on behalf of
the Corporation to vote either in person or by proxy at any meeting of the security holders of any
corporation or other entity in which this Corporation may hold voting stock or other securities,
and may further provide that at any such meeting such person may possess and exercise all of the
rights and powers incident to the ownership of such voting securities which, as the owner
thereof, this Corporation might have possessed and exercised if present. The Board of Directors
may revoke any such powers as granted at its pleasure.
8.. Financial Accounts. The Corporation may establish one or more checking accounts,
savings accounts or investment accounts with appropriate financial entities or institutions as
determined in the discretion of the Board of Directors to hold, manage or disburse any funds for
Corporation purposes. All checks, drafts or other orders for the payment of money, and all notes
or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such
13
officer(s) or agent(s) of the Corporation, and in such manner, as is determined by the Board of
Directors from time to time.
8.. Appointment and Employment of Advisors. The Board may from time to time
appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in
determining policies and formulating programs for carrying out the Corporation's purposes. The
Board is authorized to employ such persons, including an executive officer, attorneys,
accountants, agents and assistants as in its opinion are needed for the administration of the
Corporation and to pay reasonable compensation for services and expenses thereof.
8.. Financial Statements and Reports. An independent auditor appointed or approved by
the Board shall at such time as the Board determines prepare for the Corporation as a whole a
consolidated financial statement, including a statement of combined capital assets and liabilities,
a statement of revenues, expenses and distributions, a list of projects and/or organizations to or
for which funds were used or distributed, and such other additional reports or information as may
be ordered from time to time by the Board. The auditor shall also prepare such financial data as
may be necessary for returns or reports required by state or federal government to be filed by the
Corporation. The auditor's charges and expenses shall be proper expenses of administration.
8.. Limitations on Debt. No debt shall be incurred by the Corporation beyond the
accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of
indebtedness shall be issued in the name of the Corporation unless authorized by the Board of
Directors.
8.. Liability of Directors and Officers. No director or officer of the Corporation shall be
personally liable to its creditors or for any indebtedness or liability and any and all creditors shall
look only to the Corporation's assets for payment. Further, neither any officer, the Board nor any
of its individual members shall be liable for acts, neglects or defaults of an employee, agent or
representative selected with reasonable care, nor for anything the same may do or refrain from
doing in good faith, including the following of done in good faith: errors in judgment, acts done
or committed on advice of counsel, or any mistakes of fact or law.
8.. Liability of Members. No member of the Corporation shall be personally liable to its
creditors or for any indebtedness or liability and any and all creditors shall look only to the
Corporation's assets for payment.
8.. Property Interests Upon Termination of Membership. Members have no interest in
the property, assets or privileges of the Corporation. Cessation of membership shall operate as a
release and assignment to the Corporation of all right, title and interest of any member, but shall
not affect any indebtedness of the Corporation to such member.
The fiscal year of the Corporation shall be from January 1st to December 31 st , each year
.
ARTICLE
14
COMMITTEES
9.. Committee Powers. Committees of the Corporation shall be standing or special. The
Board of Directors or the President may refer to the proper committee any matter affecting the
Corporation or any operations needing study, recommendation, or action. The Board may
establish such special committees or standing committees in addition to those specified in this
Article as it deems appropriate with such duties and responsibilities as it shall designate, except
that no committee has the power to do any of the things a committee is prohibited from doing
under the Georgia Nonprofit Corporation Act. All committees shall act by majority vote, unless
otherwise prescribed by the Board of Directors.
9.. Limitations. Except in cases where these Bylaws or the Board of Directors has by
written resolution provided otherwise, the function of any committee is as an advisory group to
the Board of Directors. No member of any committee, without the prior written consent of the
Board of Directors, has the authority to purchase, collect funds, open bank accounts, implement
policy, or bind or obligate the Corporation or its Board of Directors in any way or by any means.
All such powers are expressly reserved to the Board of Directors and the officers of the
Corporation.
9.. Committee Membership. The Board, acting upon the recommendation of the
President, shall appoint the members of such committees, and also select a committee Chair.
Persons other than directors may be appointed to such committees, but the Chair of each
committee must be a director of the Corporation. The President shall be an ex-officio member of
every committee other than the Executive Committee. Every committee shall consist of at least
two (2) persons, exclusive of the President. Committee members shall be appointed for one-year
terms. No member of any committee may serve more than two consecutive terms on the same
committee.
9.. Standing Committees. In addition to other committees the Board may establish from
time to time, the following will be standing committees of the Corporation:
Executive Committee. The Executive Committee shall, in intervals between meetings
of the Board of Directors, have general control of the affairs of the Corporation, but
nothing herein shall be construed to allow the Executive Committee to act to the
exclusion of, or contrary to, the expressed direction of the Board of Directors. The
President shall be the Chair of the Executive Committee.
Finance Committee. The Finance Committee shall in general be responsible to oversee
the preparation of all statements, reports, returns and audits of the Corporation's finances,
and to oversee the investment of the various funds of the Corporation. The Finance
Committee shall also submit recommendations to the Board for the selection of auditors,
accountants and investment managers.
Nominations Committee. The Nominations Committee shall be responsible for
15
submitting and recommending to the Board of Directors the names of persons with
appropriate skills and good reputation to serve as directors, officers and committee
members of the Corporation. In so doing, the Nominations Committee shall attempt to
select individuals from a cross-section of the community in terms of race, religion, sex,
ethnicity, occupation, institutional affiliation, level of education and geographic
distribution within the community, whose service will be a valuable contribution to the
Corporation.
Membership Committee. The Membership Committee shall carry on a membership
solicitation drive each year. This committee shall also recommend to the directors the
types and amounts of dues for memberships in the Corporation.
Publicity Committee. The Publicity Committee shall be responsible for contact with
other organizations with similar purposes and for the distribution of news of the
Corporation and its activities to the public.
Activities Committee. The Activities Committee shall organize various activities and
events, not necessarily limited to fund raising events, and coordinate its efforts with, and
assist, the Publicity Committee.
9.. Special Committees. The Board may establish such special committees as it deems
appropriate from time to time. Special committees shall have the duties and responsibilities as
the Board shall designate from time to time.
ARTICLE
INDEMNIFICATION
10.. Right to Indemnification. Each person who was or is a party to or is threatened to be
made a party to or is involved in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, formal or informal (hereinafter referred to as a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal representative, is or
was a director or officer of the Corporation or, while serving as a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture,
trust, or other enterprise, whether for profit or not, including service with respect to employee
benefit plans, whether the basis of the proceeding is alleged action in an official capacity as a
director, officer, employee, or agent or in any other capacity while serving as a director or
officer, shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by state law, as it exists or may be amended (but, in the case of any such amendment,
only to the extent that the amendment permits the corporation to provide broader indemnification
rights than state law permitted the Corporation to provide before the amendment), against all
expenses, liability, and loss (including attorney fees, judgments, fines, ERISA excise taxes, or
penalties and amounts to be paid in settlement) reasonably incurred by the person in connection
therewith, and the indemnification shall continue for a person who has ceased to be a director or
16
officer and shall inure to the benefit of his or her heirs, executors, and administrators; provided,
however, that except as provided in the next section with respect to proceedings seeking to
enforce rights to indemnification, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding, or part thereof, initiated by the person only if
the proceeding, or part thereof, was authorized by the board of directors of the Corporation. To
the extent authorized by state law, the Corporation may, but shall not be required to, pay
expenses incurred in defending a proceeding in advance of its final disposition. The right to
indemnification conferred in this article shall be a contract right.
10.. NonExclusivity of Rights. The right to indemnification conferred in this article shall
not be exclusive of any other right that any person may have or acquire under any statute,
provision of the articles of incorporation, bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.
10.. Indemnification of Employees and Agents of the Corporation. The corporation may,
to the extent authorized from time to time by the board of directors, grant rights to
indemnification and to payment by the Corporation, for expenses incurred in defending any
proceeding before its final disposition, to any employee or agent of the Corporation to the fullest
extent of the provisions of this article with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.
10.. Insurance. The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner, trustee, employee, or
agent of another corporation, partnership, joint venture, trust, or other enterprise, against any
liability asserted against the person and incurred by him or her in any such capacity or arising out
of his or her status as such, whether or not the Corporation would have power to indemnify the
person against the liability under these bylaws or the laws of the state of Georgia.
10.. Changes in Georgia Law. If there is any change of the Georgia statutory provisions
applicable to the Corporation relating to the subject matter of this Article, then the
indemnification to which any person shall be entitled under this Article shall be determined by
the changed provisions, but only to the extent that the change permits the Corporation to provide
broader indemnification rights than the provisions permitted the Corporation to provide before
the change. Subject to the next Section, the Board of Directors is authorized to amend these
bylaws to conform to any such changed statutory provisions.
10.. Amendment or Repeal of Article. No amendment or repeal of this Article shall
apply to or have any effect on any director, officer, employee, or agent of the Corporation for or
with respect to any acts or omissions of the director, officer, employee, or agent occurring before
the amendment or repeal.
10.. Impact of Tax Exempt Status. The rights to indemnification set forth in this Article
are expressly conditioned upon such rights not violating the Corporation's status as a tax exempt
17
organization described in 501(c)(7) of the Internal Revenue Code of 1986, as amended.
ARTICLE
AMENDMENTS TO BYLAWS
11.. Adoption. Except as otherwise provided herein with respect to greater voting
requirements, or provisions which are not subject to amendment, if any, these Bylaws may be
adopted, amended, restated or repealed by a majority of the Board of Directors.
11.. Inspection of Bylaws. The original or copy of these Bylaws, as amended or
otherwise altered to date, certified by the Secretary, shall at all times be kept in the principal
office of the Corporation for the transaction of business, and shall be open to inspection by the
members, officers and directors at all reasonable times during office hours.
I, Patti A. Fuller, hereby certify that I am the duly elected Secretary of North Georgia
Boating Club Inc.; that attached hereto are the Bylaws of the within named corporation, and that
such have been duly enacted and are in full force and effect as of the date hereof.
Dated: ___________________________
____________________________________
Secretary
Subscribed and sworn to before me this date of ________________________.
____________________________________
Notary Public,
My commission expires _______________.