Green Mountain Rowing

By-laws

Article 1 Organization

This organization shall be known as Green Mountain Rowing hereafter known as GMR.

The organization may change its name with a vote by the membership

Article 2 - Definitions

1.1 Board of Directors

The Board of Directors shall be defined in Article 6 of these By- Laws.

1.2 By-laws

The By-laws shall be Green Mountain Rowing By-laws, as amended.

1.3 Corporation

TBD

1.4 Date of Incorporation

TBD

1.5 Executive Committee

The Executive Committee shall be defined in Article 7 of these By-laws.

1.6 Fiscal Year

The Fiscal Year of the Club shall be January 1 - December 31.

1.7 Member, Membership

A Member and Membership shall be defined in Article 3 of these By-laws.

1.8 Membership Application

The Membership Application shall be a document one must complete, sign and submit each Membership period to start or maintain Membership. Membership and equipment-storage fees shall be enumerated on the Membership Application. The Membership Application may be updated as frequently as annually by the Executive Committee and such annual update shall be presented to the Membership no later than January 1 of every year.

1.9 Officer

An Officer shall be defined in Article 7 of these By-laws.

1.10 Principal Office

The Principal Office of the Club shall be:

Green Mountain Rowing

9 Andrews Ave

South Burlington, VT 05403-7811

1.11 Qualified Access

Qualified Access shall be an equipment-use-fee-paying Member's opportunity to use equipment owned by the Club, subject to the designation of such Member's level of rowing skill and experience, as provided for under the Regulations.

1.12 Regulations

The Regulations shall be Green Mountain Rowing Boathouse Rules and Regulations, as set forth

annually by the Executive Committee.

1.13 Scheduled Access

Scheduled Access shall be an equipment-use-fee-paying Member's opportunity to use equipment to which they have Qualified Access. Equipment shall be scheduled by the Member designated as the equipment scheduler in the Regulations.

1.14 Summer Learn-To-Row Program

The Summer Learn-To-Row Program shall be the Club's introductory rowing course that is offered to the

community at large when it feels it is appropriate.

Article 3 Membership

Section 1. General

A member in good standing is a member who agrees to abide by the GMR Constitution and By-laws and

whose dues are paid in full.

All members must complete a membership application

All members must sign a waiver. For any member under the age of 18, their legal guardian must sign the waiver

Membership is not transferable

GMR reserves the right of just cause to remove a member from its rolls after due process set forth in Article 12 of these By-laws

Section 2.0 Categories

The membership of this organization shall consist of the following five categories:

Individual membership

Family membership

Collegiate Student membership

Junior Student membership

Supporting membership

All Memberships run from January 1 - December 31 of the current Fiscal Year.

Section 2.1 Individual Membership

This Member shall be at least 18 years of age and shall pay basic Membership fees as a minimum.

This Member has full voting rights, guest privileges and unsupervised access to the Club's facilities.

This Member may additionally pay equipment-use fees to gain Scheduled Access to Club's equipment.

This Member may additionally pay equipment-storage fees to store equipment privately owned by the Member at the Club's facilities.

Section 2.2 Family Membership

Family membership for anyone otherwise qualified to be a member and sharing in the economy of a single household with the holder of an Individual membership.

Section 2.3 College Student Membership

This Member shall be at least 18 years of age and enrolled full-time at a post-secondary institution.

This Member shall pay an amount equal to no less than one half of the current basic Membership fee.

This Member has full voting rights and unsupervised access to the Club's facility.

This Member may additionally pay unreduced equipment-use fees to gain Qualified Access to Club's equipment.

This Member may additionally pay unreduced equipment-storage fees to store equipment privately owned by the Member at the Club's facilities.

Section 2.4 Junior Student Membership

This Member shall be enrolled in junior high school, high school, or shall have graduated from high school during the spring Membership period just prior to the summer in which Membership is being sought.

This Member shall pay an amount equal to no less than one half of the current basic Membership fee.

This Member has no voting rights, has no unsupervised access to the Club's facility and has no guest privileges.

Junior member will not be allowed on the water without a coach.

A junior student can not use club equipment without the prior approval by the Board of Directors.

If the student member between the ages of 13 and 18 demonstrates a measure of maturity, common sense and foresight, to the extent that will allow the student to row safely on the water alone, then an agreement to such will be signed by the student, and their parent, with the Board of Directors approval.

Section 2.5 Supporting Membership

Supporting membership for anyone who does not row but wishes to support the club activities and attend social programs.

This Member has guest privleges, but no voting rights.

Section 3 Requirements of Membership

To be considered a Member of any class, a person must submit to the Principal Office the following forms along with his/her timely payment of fees (if applicable):

1) a signed Membership Application;

2) an indemnification and liability waiver;

3) parent or guardian permission (if applicable).

Additionally, a Member must provide to the Club volunteer services, as required by the Executive Committee, necessary to further the goals of the Club. All renewals of Membership shall complete and submit the above enumerated forms to the executive committee. Date of submission is to be set by the executive comittee.

Section 4 Transfer of Membership

Transfer of Membership is not permitted.

Section 5 Fees, Forms, Membership Effective Dates

All fees and forms are due for submission to the Principal Office at the beginning of the membership season or before getting on the water.

Section 6 Termination of Membership

Termination of Membership under any class occurs immediately upon the expiration of the defined Membership period in the absence of either the payment of such Member's fees and the submission of the required Membership forms.

The failure of a Member or former Member to remit timely payment of an equipment-storage fee may result in the removal of such Member's equipment from the Club's facility.

Refusal of any Member to provide service to the Club as required in Section 3 of these By-laws may result in termination of Membership upon a majority vote of the members of the Executive Committee and the Board of Directors. No reimbursement of fees shall accompany such terminating action.

Termination of Membership under any class may occur as the result of disciplinary action taken by the Executive Committee. Examples of activities that may result in such disciplinary action include, but are not limited to: blatant or repeated violations of the Regulations; blatant or repeated abuse of equipment owned or leased by the Club; unauthorized use of another Member's privately owned equipment which is stored at the Club's facilities; any deliberate action which compromises a Member's safety; or any action that jeopardizes or causes the loss of integrity of the Club's standing in the eyes of the community, with the State of Vermont, or with the United States Rowing Association. Termination of Membership under this paragraph can occur only with at least a majority vote of the members of Executive Committee and the Board of Directors. No reimbursement of any fees shall accompany action to terminate Membership.

A Member may voluntarily terminate Membership at any time prior to the end of the purchased Membership period.

Reimbursement of any fees will accompany any such voluntary termination only by at least a majority vote of the Executive Committee. Any Member desiring such reimbursement must present to the Executive Committee a written request for such reimbursement that outlines the reason for the voluntary termination. A Member's waning of interest in the sport of rowing, or a Member's inability to find compatible rowing partners, or a Member's inability to obtain coaching will not in and of themselves be considered events that necessitate reimbursement of fees.

Article 4 Membership Meetings

The order of business for each meeting shall be as defined by the Board of Directors using Robert's Rules of Order.

Meeting minutes from membership meetings shall be made available to all members.

Section 1 Annual Meeting

The Annual Meeting of Members shall be held during the month of November of every year at such time, date and place as may be set by the Board of Directors.

Section 2 Special Meetings

Special meetings of Members may be held at any time, date and place, upon reasonable notice, and pursuant to a resolution of the Board of Directors or when called for by two or more Officers or by one third of the voting Members. Calls for special meetings of Members shall specify the time, date, place and agenda thereof and no other business than that specified in the call shall be considered at any such meeting.

Section 3 Notice of Meetings

Notice of the membership meetings shall be sent at least 14 days in advance of the meeting date

A notice of meetings, consisting of time, date and place, shall be emailed to every Member at the Member's last known email address. If no email address is available, we will write or phone that person at the last known contact information. It may also be in the form of a calendar for the year.

Article 5 Voting

The Chair of the Board should act as chair of the meeting. Officers and the Board of Directors shall be elected by mail-in ballot and write in ballot at the fall membership meeting. All other voting shall be done following Robert's Rules.

Section 1 Quorum

A quorum shall consist of one half of the voting Members of the organization. Unless otherwise specified

in these By-laws, a majority vote of the quorum shall be sufficient to transact Club business.

Section 2 Proxies

Any Member who is granted the right to vote shall be entitled by proxy or proxies given in writing and signed by such Member to be represented at any meeting of Members, to include voting, giving or exercising any other right. Faxed copies are acceptable.

Article 6 Board of Directors (Board)

Section 1 Number, Tenure and Qualification

The number of Directors shall be not less than seven nor more than ten. All officers will be members of the Board of Directors. The Directors shall hold office for a two-year term, or until their successors are elected. Directors may be reelected to successive terms.

Section 2 Election

Directors shall be elected by the Members at the Annual Meeting, or at any special meeting called for that purpose.

Directors must be members of the GMR and may be nominated for election by any Member.

Section 3 Vacancies

Any vacancy that may occur in the Board of Directors may be filled by appointment for the unexpired term upon at least a majority vote of the remaining Directors.

Section 4 Meetings of Directors

Meetings of Directors shall be held biannually, or when deemed necessary, and at any time or place pursuant to the notice of the meeting or to a call signed by the President or any two Directors. A two week email notice of such meeting shall be given to each Director. The requirement of the notice of any meeting may be waived in writing either before or after such meeting by mutual agreement of the Directors.

Section 5 Compensation

No Member of the Board of Directors shall be entitled to receive any compensation for the performance of duties.

Section 6. Duties

The affairs of the GMR shall be conducted under the supervision of the Board of Directors in such a manner and under such conditions as to carry out the purposes. To that end the Board of Directors is empowered to:

A. Set policies,

B. Approve budget items,

C. Hire, evaluate, and dismiss any service provider,

D. Establish standing or ad hoc committees, as needed,

E. Approve delegates to regional and national meetings of the US Rowing Association,

F. Recommend bylaw amendments to the membership.

G. Buy property, boats, and insurance for the club.

H. Managing the affairs of the club.

Section 7. Voting

Motions shall be voted on, where a quorum exists, by majority vote.

Section 8 Quorum

The presence of the majority of the Members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors. A quorum shall be required to conduct the business of the Board of Directors.

Section 4. Removal from office

A. Any member of the Board, an officer of GMR, or a member of a committee may be removed by a two-thirds vote of the Board, but only upon showing sufficient cause.

B. No vote on removal shall take place before the person whose removal is sought is given ten days notice of the vote.

C. Any Board member who is repeatedly absent without excuse for meetings shall be deemed to have resigned.

Article 7 Officers

Section 1 Composition

Officers of the Club (the Executive Committee) shall constitute the President, the Vice President, the Secretary and the Treasurer, and such other officers as may be appointed by the Board of Directors.

Section 2 Nomination and Election

Officers shall be nominated by one or more Members prior to or during the Annual Meeting. Officers shall be elected by the Members at their Annual Meeting or at any meeting called for that purpose.

Section 3 Tenure and Qualification

Officers shall hold office for one year or until their successors are elected and qualified, or for such term as the Board of Directors may designate. Officers may be reelected to successive terms. Officers must be able to carry out effectively the duties of office and must have been a Member of the Club in good standing for at least one year. In order to hold office, Officers must be Members in good standing, including being current in the payment of dues.

Section 4 Removal

An Officer may be removed, either with or without cause, by the affirmative vote of 2/3 vote of Directors at any meeting of the Board of Directors.

Section 5 Vacancies

Any vacancy that may occur in the offices of Vice President, Secretary or Treasurer may be filled by the appointment of a replacement by the President for the remainder of the unexpired term. Any vacancy in the Office of President may be filled by the appointment of a replacement by the Board of Directors.

Section 6 Duties of President

The President shall preside at all meetings, be chairperson of the Board of Directors, administer board functions and coordinate all club activities.

Section 7 Duties of Vice President

The Vice President shall perform all the duties of the President in the President's absence or disability. In case both the President and Vice President are absent or unable to perform their duties, the Board of Directors may appoint a President pro tempora.

Section 8 Duties of Secretary

The Secretary shall oversee the taking of compete and accurate minutes of the meetings; oversee the planning, preparation, and operation of elections and voting; assist with all club correspondence; and maintain membership rolls singly or with a delegated committee.

Section 9 Duties of Treasurer

The Treasurer shall maintain the finances and advise the board on matters relating to the budget, financial policies and procedures. A detailed report from the Treasurer must be made available to the Board of Directors at their meetings.

The Treasurer shall maintain the Club's passbook, shall balance the passbook on a monthly basis and shall be granted savings account access of amounts up to $1000. Such access will be additionally granted to the President. Amounts larger than this will need the approval of the Board of Directors.

Following each change in Officers, the outgoing Treasurer shall submit to the banking institution engaged by the Club a resolution naming the new Treasurer and/or President as being the persons who are authorized savings account access.

The Treasurer shall issue written receipts for all moneys received by the Club, including but not limited to dues, donations, and contributions from fundraising.

Article 8 Committees

Section 1 Executive Committee

The President, Vice President, Secretary and Treasurer shall comprise the Executive Committee. The Executive Committee may recommend the sale or purchase of any equipment to the Board of Trustees and may take action, once approved by the Board of Trustees, to sell or to purchase such equipment. The Executive Committee may take action on all matters affecting the day-to-day operations of the Club that require action prior to the next scheduled Membership meeting.

Section 2 Other Committees

The President may appoint Members and chairs of such other standing or ad hoc committees that are necessary to accomplish the Club's goals.

Article 9 Boats and Equipment

Section 1. Season

The normal rowing season shall be defined by the Executive Committee.

Section 2. Boat Use

Boat use shall be defined in the GMR Rules and Regulations.

No club equipment may leave the home rowing environment without the express permission of the Executive Committee.

Section 3. Equipment Liability

Damage to club boats or other club property caused by a member(s) is to be paid for by the member(s), to the extent that club insurance does not cover the cost.

Section 4. Boat Storage

Club boats and equipment shall take priority over private boats and equipment in both summer and winter storage.

All private boats and equipment allocated for winter storage shall be handled and marked by their owners, unless other arrangements are made.

GMR takes no responsibility for privately held equipment in winter/summer storage.

No private boat shall leave winter storage unless dues and storage fees are paid.

Any boat left unattended or fees not paid for one year shall be considered abandoned. Before becoming club property, a registered letter noting the action and giving two weeks notice shall be sent to the owner at the owner's address noted in the membership list.

If private boat owners use the GMR winter storage location, they shall be assessed a flat fee for storage.

In order to store their boats in GMR rented storage space, private boat owners must comply with the

requirements set forth by the lessor (for example, sign a waiver).

Article 10 Dues

Dues and due dates are as set by the board on an annual basis. Membership dues for new members are due and payable at the time of joining the club.

Article 11 Elections

Section 1. Time and Manner

Elections shall be held at the annual membership meeting

Section 2. Nominations

Nominations shall be made to the executive comittee.

Section 3. Voting Procedures

Voting of officers and the Board shall be made by completion of the ballot or by voting on the website.

It will be up to the Board to decide on whether website voting or other electronic means is used. Results will be posted on the website or emailed directly.

Article 12 Misconduct and Grievance

Section 1. Member Misconduct

A member may be removed for cause including but not limited to the following:

A. Failure to follow established club safety rules,

B. Egregious irresponsibility with club equipment,

C. Failure to report damage made to club equipment, or

D. Other violations of club rules and regulations.

The President shall notify any member accused of such misconduct in writing.

From the date of notice, the member shall have two weeks in which to provide a written response to the charges. Failure to meet this deadline shall result in automatic expulsion from GMR.

Ten days from the receipt of the member's response the Board shall hold hearing. At the conclusion of the hearing, if the member disagrees with the decision of the Board, the member shall have the opportunity to appeal to the membership at the next membership meeting. During the appeal period, the member's privileges shall be suspended. The decision of the membership shall be final.

Section 2. Penalties

The Board may assess any or all of the following penalties pending ratification by the membership:

A. Reprimand a written, public, or private communication expressing disapproval of the member(s) action. B. Probation: A ruling for a specified period of time limiting the member's activities within the organization.

C. Expulsion: The right to remove said member(s) from the rolls of the club with no financial remuneration. D. Other: The Board may seek other relief as it deems necessary (e.g., a letter of apology or restitution for damaged club equipment) but may not impose monetary fines as part of the penalty.

ARTICLE 13 - Indemnification of Members, Trustees, Officers, and Employees

Each person who is or was a Member, Trustee, Officer or employee of the organization (including the heirs, assigns, executors, administrators or estate of such person) shall be indemnified by the organization to the full extent permitted by the Nonprofit Corporation Law of the State of Vermont against any liability, cost or expense incurred by him/her in his/her capacity as a Member, Trustee, Officer or employee, or arising out of his/her status as a Member, Trustee, Officer or Employee. The organization may, but shall not be obligated to, maintain insurance, at its expense, to protect itself and any such person against any such liability, cost or expense.

Article 14 Amendments

Alterations and amendments of these By-laws may be offered by a member or the Board and voted on by the membership at a membership meeting.

Changes shall be proposed in writing and submitted to the secretary for distribution to the club members prior to a membership meeting.

Amendments may be passed by 2/3's of the voting members.

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