BY-LAWS

OF

The ShipMates Club of Baltimore, Incorporated

As revised April of 2018

 

ARTICLE ONE

 

PURPOSE

 

The ShipMates Club of Baltimore, Inc., shall be primarily oriented as a social/pleasure club in the interest of good brotherly fellowship through personal contact and commingling of its members; and, to maintain an organization of compatible individuals and to encourage gifts and the support for the purpose of promoting the aims of this club hereinafter referred to as the Corporation.

 

ARTICLE TWO

 

MEMBERSHIP

 

Section 1. NUMBER. The number of Active members shall be limited to a maximum of fifty (50) members.

 

Section 2. AGE. No member shall be accepted under the age of twenty-one (21) years.

 

Section 3. WAITING LIST. When full Active membership is established (50) plus (20) applicants on the waiting list, the membership shall be closed.  If the membership falls to 50 members including the waiting list, the Board of Directors may reopen said waiting list.

 

Section 4. APPLICATIONS. Any individual if sponsored in writing by an Active member, may be eligible for Active or Associate membership.  Each Applicant must be presented to the floor for a closed vote and must receive at least one-half plus one (51%) approval of all the eligible votes presented before being accepted.

 

Section 5. PRIVILEGES. Each Active member shall enjoy all privileges of full membership, including the right to vote and to hold office as long as the membership dues are not in arrears at the election of officers.

 

Section 6. INITIATION FEE. Each new applicant upon being accepted into membership must immediately pay an initiation fee as determined by the Active membership.

 

Section 7. DUES. Dues shall be payable at each and every monthly meeting in an amount determined by the Active membership.

 

Section 8. REMOVAL. A member may be removed from the club by fifty-one (51% percent of all Active members eligible to vote when said member is non-cooperative with the aims and purposes of the club, and/or, any other cause that may bring the Corporation, its Officers, or Members, into public disrepute or disgrace.

 

Section 9. CLASSES OF MEMBERSHIP. The ShipMates Club shall have (5) membership classes: Active, Life Brother, Alumni, Inactive and Associate.

 

Section 10. ACTIVE MEMBERS.  An Active member is any individual  who subscribes to the aims and purposes of the Club, who has successfully completed the application process and who has been accepted by a one-half  plus one (_) majority vote of the duly called meeting.  All active members are required to:

  1. Wear the authorized insignia of the ShipMates Club prominently displayed on an outer garment at all Club activities and/or when representing the Club elsewhere.  The member must return the insignia of the Club upon resignation or expulsion from the Club.
  2. Maintain dues on a current basis.
  1. Any member who has dues sixty days in arrears shall have all privileges of active membership suspended.
  2. Any member who has dues ninety (90) days or more in arrears shall be considered to have voluntarily submitted his resignation from the Club.  On the first occurence of delinquent dues, the member shall be accorded a period of thirty days to reinstate his membership without prejudice upon the payment of dues in arrears, plus the initiation fee as described in Section 6.  The Board of Directors retains the right to deny reinstatement of any delinquent member.
  1. Attend and actively participate in at least fifty percent (50%) of all designated Club functions.  Designated Club functions are monthly meetings, bar nights, and any function(s) so designated by a majority vote of the membership.  Individual member exclusions for this requirement will be considered on a case-by-case basis by the Board of Directors.

 

Section 11. LIFE BROTHERS.  The status of Life Brother of the ShipMates Club recognizes members whose longevity, participation and brotherhood have been instrumental in the history of our organization.

  1. Nominations for Life Brother class of membership are made by recommendation of the Board of Directors.  The nominee must have served the Club as an Active member in good standing for a minimum of ten (10) years.  Nominees may be currently Active or Alumni members, but may not be Inactive or Associate.  Nominees will be designated by the President at the annual business meeting of the Corporation where a simple majority is required to confer the nominee.
  2. Privileges: A Life Brother is our honored member and friend.  He may wear regular Club colors, may attend any and all meetings, including closed sessions, and may, when recognized, express his opinions.  The Life Brother also retains his right to vote.  A Life Brother will enjoy all the rights and privileges of an Active Member.  The Life Brother shall enjoy at-cost admission to any function in which a charge is assessed to Active members.  In the instance where members are not charged for an event in lieu of participation, the rule of at-cost admission shall apply should the Life Brother choose to attend as a guest.

 

Section 12. ALUMNI.  Requirements: A member must have been an Active member in good standing for a minimum of five years before being eligible for Alumni status.  To acquire Alumni status, a member must only inform the club in writing that he is taking it.

PRIVILEGES: An alumni may wear the regular Club colors.  He may attend any and all meetings, including closed sessions, and may , when recognized, express his opinions.  However, an Alumni will have no vote, and may hold no office.  An Alumni should enjoy all rights and privileges of an Active member save a free admission to KeelHaul, the Anniversary dinner, reimbursement of a run-fee, voting and holding office.  Otherwise, an Alumni will be a most welcome guest at all club functions.

DUES: An Alumni shall pay one-half (½) the annual dues of an Active member.

GRANDFATHER CLAUSE: If the status, privileges or responsibilities of an Alumni member be changed, then the Alumni member/s have to right to immediately indicate their desire to become an Active member and that desire is not subject to a vote of the club.  This right must be exercised immediately upon the change of status, rights or privileges or it is forfeited.

 

Section 13. INACTIVE. An Inactive member is any individual who has been accepted by the club, but because of personal or other reasons cannot maintain an active status in the club.  An Inactive member shall not have the right to vote or hold office in the club.  Any Active member desiring to become Inactive must submit his request in writing to the club and have his dues current.  Inactive status may be granted to members living within the club area by a favorable vote of one-half plus one of the active club membership.  Such status shall be for a period of three (3) months, renewable upon the vote of the club.  Inactive status can only be granted to a member residing with the club area in cases of prolonged illness or extraordinary circumstances.  Inactive status may be conferred upon any member who moves outside of the club activity area, if the member so requests in writing, and if such request is approved by one-half plus one of the Active membership.  Such status to be for a period of one year, at which time the member must advise the club in writing of their anticipated return.  An Inactive member may return to Active status by paying two (2) months back dues and become Active again.  A member cannot return to Active status unless a vacancy exists in the rolls.  Room shall be left for the active pledges prior to accepting the return of Inactive members.

 

Section 14. ASSOCIATE. An Associate member is any individual who is voted in by the majority of the general membership at a duly called meeting.  Associate members will pay no initiation fee, but will pay annual dues as determined by the Active membership, and are not allowed to vote or to hold office.  An Associate member is in general a guest and is allowed to wear the colors of another club.

 

Section 15. ANNUAL MEETING. A duly called annual membership meeting shall be held in April of each year for the election and installation of officers of the Board of Directors.

 

Section 16. BUSINESS MEETINGS, DATE, LOCATIONS, ETC. Members of the Corporation shall meet for business on the first Sunday of each and every month as shall be duly called by the President.

 

Section 17. SOCIAL MEETINGS. Members of the corporation may meet on any given day of the month for conducting social functions at a time and place as shall be duly designated by the Social Committee.

 

Section 18. QUORUM. At any regular or special duly called membership meeting a quorum of the Active voting members shall consist of one half plus one, (51%_) of the total Active eligible membership.  At least (3) duly elected Officers of the Board of Directors must be present at any duly called regular or special membership meeting.

 

Section 19. IN GENERAL. A membership meeting of the Corporation shall be conducted on an informal and relaxed basis.  Common sense rules of good sportsmanship and good fellowship shall prevail.  Roberts Rules of Order, Revised, shall however, govern in each and every controversial case.

 

Section 20. NOTICE OF MEETINGS. Notice of business meetings shall be given by service upon each Active member in person, or by mailing to him at his last known post office address, at least ten (10) days before the date therein designated for such meeting, including the day of mailing, of a written or printed notice thereof specifying the time and place of such meeting.

 

Section 21. VOTING. At meetings of the Corporation, each Active member shall be entitled to have one vote.  The act of a majority of the Active members at a meeting at which a quorum is present, shall be the act of the general membership.  Votes may be cast in person or by a written proxy.  Robert’s Rules of Order will handle the problem of tie votes.

 

Section 22. PROXY. Each proxy must be executed in writing by the member of the Corporation or his duly authorized attorney.  No proxy shall be valid after the expiration of eleven months from the date of its execution unless it shall have specified therein its duration.  Every proxy shall be revocable at the discretion of the person executing it or of his personal representatives or assigns.  A voting member can hold a maximum of two (2) proxies at any one time.  A proxy vote for membership and election of officers must be in writing specifying intent and presented to the secretary of the Corporation for execution prior to the vote.

 

ARTICLE THREE

 

OFFICERS, ELECTIONS, DUTIES, ETC.

 

Section 1. NUMBER. The Board of Directors of this Corporation shall consist of the following Officers: President; First Vice-President; Second Vice-President; Secretary; and Treasurer.  No officer may hold more than one office.

 

Section 2. NOMINATIONS. All officers of the Corporation shall be nominated from the floor at the duly called business meeting in March of each year.

 

Section 3. ELECTIONS. All officers of the Corporation shall be elected annually by the members at the duly called annual business meeting in April of each year.  Nominations shall be accepted from the floor at this meeting only if necessitated by a vacant office.  An office shall be considered vacant if no candidate receives a majority on the first ballot.  However, a space must appear on each printed ballot for a write-in candidate for each of the several offices of the corporation.

 

Section 4. ELIGIBILITY. To be eligible for nomination and election to office, a member must have completed one (1) full year as an Active member of the Corporation.

 

Section 5. HOW ELECTED. At the annual April meeting of the members, the five (5) persons receiving a simple majority of all eligible voting members present and/or, by written proxy, shall be the duly elected Officers and shall constitute the Board of Directors for the ensuing year.

 

Section 6. VACANCIES. Vacancies in the Board occurring between annual meetings shall be filled for the unexpired portion of the term by a majority vote of the active membership at a specified meeting duly called for that purpose, within (30) days.

 

Section 7. TERM OF OFFICE. The term of office of each Officer of the Board of Directors shall be one year, and thereafter until his successor has been duly elected.

 

Section 8. REMOVAL OF OFFICERS. Any one or more Officers of the Board of Directors of the Corporation may be removed either with or without cause, at any time by a vote of at least three-fourths (¾) majority of the eligible voting members present, or by written proxy, at any special meeting duly called for the purpose by a written notice sent to each eligible voting member.

 

Section 9. DUTIES IN GENERAL. The Officers of the Board of Directors shall have control and general management of the affairs and business of the Corporation.  Such Officers shall in all cases act as a Board, regularly convened, by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these By-Laws and the laws of the State of Maryland.

Section 10. DIRECTOR’S MEETINGS. Regular meetings of the Officers of the Board of Directors shall be held immediately following the annual April meeting of the members, and at such other times as the Officers of the board of Directors may determine.  Special meetings of the Board of Directors shall be called by the President upon the written request of the Directors.

 

Section 11. NOTICE OF DIRECTOR’S MEETINGS. Notice of meetings, other than the regular annual meeting shall be given by service upon each Officer in person, or by mailing to him at his last known post office address, at least ten (10) days before the date therein designated for such meeting, including the day of mailing, of a written or printed notice thereof specifying the time and place of such meeting, and the business to be brought before the meeting and no business other than that specified in such notice shall be transacted at any special meeting.  At any meeting at which every member of the Board of Directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

 

Section 12. VOTING. At all meetings of the Officers of the Board of Directors, each Officer is to have one vote.  The act of a majority of the Officers present at a meeting at which quorum is present shall be the act of the Board of Directors.

 

Section 13. WAIVER OF NOTICE. Whenever by statute, the provisions of the certificate of incorporation or these By-Laws the members or the Officers of the Board of Directors are authorized to take any action after notice, such notice may be waived, in writing, before or after the holding of the meeting, by the person or persons entitled to such notice.

 

Section 14. QUORUM OF OFFICERS. The number of officers who shall be present at any duly called meeting of the Board of Directors in order to constitute a quorum for the transaction of any business or any specified item of business shall be three (3).

The number of votes of officers that shall be necessary for the transaction of any business of any specified item of business at any meeting of the Board of Directors shall be three (3).

If a quorum shall not be present at any meeting of the officers of the Board of Directors, those present may adjourn the meeting from time to time, until a quorum shall be present.

 

Section 15. DUTIES OF OFFICERS. The duties and powers of the officers of the Corporation shall be as follows:

 

PRESIDENT

 

The President shall preside at all meetings of the Board of Directors and Members.

He shall present at each annual meeting of the members a report of the condition of the Club’s activities and status of the Corporation.

He shall call regular and special meetings of the Members and Officers of the Board of Directors in accordance with these By-Laws.

He shall appoint and remove Chairmen of all Committees.

He shall counter-sign with the Treasurer and make all contracts and agreements in the name of the Corporation.

He shall see that the books, reports, and statements required by the statutes are properly kept, made and filed according to law.

He, and/or, the Vice President and the Treasurer shall counter-sign all disbursements of the funds for the Corporate business.

He shall enforce these By-Laws and perform all the duties incident to the positon and office, and which are required by law.

 

FIRST VICE-PRESIDENT

 

During the absence or inability of the President to render and perform his duties or exercise his powers, as set forth in these By-Laws or in the acts under which this Corporation is organized, the same shall be performed and exercised by the First Vice-President; and when so acting, he shall have all the powers and be subject to all the responsibilities hereby given to or imposed upon such President.

 

SECOND VICE-PRESIDENT

 

The Second Vice-President shall maintain law and order in and at all meetings.

He shall also be considered the duly elected and appointed Chairman of the Social Committee and be required to preside over all the activities and business affairs of said Social Committee.

He shall perform all the duties pertaining to both of these official capacities.

 

SECRETARY

 

The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Members in appropriate books.

He shall give and serve all notices of the Corporation.

He shall be custodian of the records and of the seal, and affix the latter when required.

He shall keep the books in the manner prescribed by law so as to show the names and addresses of the members, the time at which each person became a member, and any other records of assets of the Corporation which may be hereinafter acquired.

He shall present to the Board of Directors at their stated meetings all communications addressed to him officially by the President or any officer or member of the Corporation.

He shall attend to all correspondence and perform all the duties incident to the office of Secretary.

 

TREASURER

 

The Treasurer shall have the care and custody of and be responsible for all the funds in the name of the corporation and deposit all such funds in the name of the corporation.

He shall deposit all funds received in the name of “The ShipMates Club of Baltimore, Inc.”, only in such bank or banks located in the State of Maryland.

The bank or banks for the deposits in the State of Maryland shall be determined in his sole discretion.

Together with the President, and/or, the First Vice-President, he shall countersign, make and endorse in the name of the Corporation, all checks, drafts, and orders for the payment of money, and pay out and dispose of same and receipt therefor, under the direction of the President or the Board of Directors.

He shall render a statement on the conditions of the finances of the Corporation at each regular meeting of the Officers of the Board of Directors, and at such other times as shall be required of him, and a full financial report at the annual meeting of the Members in April of each year.

He shall keep at the office of the Corporation, or at the place designated by the approval of the Board of Directors, correct books of account of all its business and transactions and such other books of account as the Officers of the Board of Directors may require.

He shall provide a written monthly balance sheet of the finances of the Club, a copy of which shall be made a permanent part of the monthly minutes.  Members of the Club will be provides copies if they so desire.  It shall be deemed sufficient cause for removal from office if this requirement is not followed.

He shall do and perform all duties appertaining to the office of Treasurer.

 

Section 16. BOND. The Treasurer shall, if required by the Board of Directors, give to the Corporation such security for the faithful discharge of his duties as the Officers of the Board my direct.

 

Section 17. COMPENSATION OF OFFICERS. No compensation shall be paid to any of the Officers of the Corporation.

 

ARTICLE FOUR

 

Section 1. SEAL. The Seal of the Corporation shall be as follows:

SEAL

 

ARTICLE FIVE

 

BILLS, NOTES, ETC.,

 

Section 1. HOW MADE. All bills payable, notes, checks, drafts, or other negotiable instruments of the Corporation shall be made in the name of the corporation, “The ShipMates Club of Baltimore, Inc.”, and shall be signed by the Treasurer and counter-signed by the President or First Vice-President.  No officer of agent of the Corporation, either singly or jointly with others, shall have the power to make any bills payable, note, check, draft, or other negotiable contract or cause to be contracted any debt or liability in the name or in behalf of the Corporation, except as herein expressly prescribed and provided.

 

ARTICLE SIX

 

AMENDMENTS

 

Section 1. HOW AMENDED. The By-Laws may be altered, amended, repealed or added to by the majority vote of all eligible voting members at any duly called regular meeting of said members, at a special meeting duly called for that purpose, or by letter ballot, provided a quorum of the members and Officers of the Board of Directors as provided by law and by the Certificate of Incorporation, are present at such regular or special meeting.

All By-Laws that are proposed to be altered, amended, repealed or added to shall first be submitted to the eligible voting members in writing thirty (30) days prior to the regular or special meeting at which said vote on the amendment shall be taken.

All By-Laws that are proposed to be altered, amended, repealed or added to shall require a fifty-one (51%) affirmative vote of the eligible voting members voting in person or by written proxy.

 

ARTICLE SEVEN

 

FISCAL YEAR

 

Section 1. The Fiscal year shall begin the first day of April, 1975.

 

ARTICLE EIGHT

 

DISSOLUTION

 

Section 1. Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and operated for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 ( c ) (3) and/or, Section 501 ( c ) (7) of the Internal Revenue Code, or the corresponding future amendments thereto, as the Board of Directors shall determine at a special meeting of all the members duly called for the purpose.

 

ARTICLE NINE

 

GENERAL PROVISIONS

 

Section 1. The Corporation shall be without capital stock and will not operate for profit.

 

Section 2. Upon motion duly made and carried the principal office of the Corporation was fixed at: P.O. Box 13434, Baltimore, Maryland, 21203, or at such other place as the Board of Directors may from time to time determine.

 

Section 3. The ShipMates Club of Baltimore shall be incorporated in the State of Maryland.

 

Section 4. The Corporation, Board of Directors, Chairpersons, Designated Representatives or members shall not endorse, provide financial support, or act in any way that could be interpreted as the Corporation endorsing ro being in support of any political candidate, action, or issue, regardless of the connection to the Corporation.