I

ARTICLE I

NAME

 

The name of the organization shall be the BAY CITIES SURF CLUB, INCORPORATED, hereafter referred to as the BCSC.

ARTICLE II

MISSION STATEMENT

 

The mission of the BCSC is to promote and foster the sport of surfing, promote South Bay surf history, improve the public image of the surfing community, and support the conservation of the costal environment.

 

SECTION 2.01 CONTEST

BCSC will hold an annual surfing contest to promote the sport of surfing and raise money for local charities.

 

SECTION 2.02 LOCAL CHARITIES

BCSC membership shall nominate and approve the charities. The BCSC Board of Directors (“The Board”) shall decide the amount given to each charity based on funds raised.

ARTICLE III

DESCRIPTION

 

The BCSC shall operate as a public non-profit corporation, pursuant to the rules and regulations of a 501(c)(3) organization.

ARTICLE IV

OFFICES

 

SECTION 4.01. – PRINCIPAL OFFICE

The principal office for the transaction of the activities and affairs of the Corporation (“principal office”) is located at 105 Via El Chico, Redondo Beach, CA, 90277. “The Board” may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.

 

SECTION 4.02. – OTHER OFFICES

“The Board” may at any time establish branch or subordinate offices at any place or places were the Corporation is qualified to conduct its activities.

 

SECTION 4.03. – STRUCTURE

The BCSC shall consist of a general membership governed by “The Board Officers.” “The Board Officers” shall consist of a President, Vice-President, Secretary, and Treasurer, The BCSC may also elect no more than 3 additional directors and collectively they shall be known as “The Board” of  Directors.

ARTICLE V

BOARD MEMBER DUTIES

SECTION 5.01. – OFFICERS

 

PRESIDENT– The President shall function as the Chief Officer of the BCSC, conduct meetings of the membership in accordance with Robert’s Rules of Order, and shall govern the meetings of “The Board” and the general membership in a manner that is not inconsistent with or in conflict with these bylaws, the Articles of Incorporation of this Corporation or the law. The President is ultimately responsible for all administrative requirements and activities conducted by the BCSC. The President will approve, by signature, all formal correspondence and expenditures in excess of $200.00 on behalf of the BCSC.

 

VICE-PRESIDENT – The Vice-President will function as a Board Member and assume the duties of the President in the event of his/her absence. In the event the President is unable to complete his/her term, the Vice-President will assume the position of President for the remainder of his/her term.

 

SECRETARY– The Secretary shall prepare and maintain minutes of all meetings, shall prepare correspondence for signature by the President on behalf of the BCSC shall keep records of past members, current members, and applicants, shall keep records of all correspondence and miscellaneous files on behalf of the BCSC, and other related duties requested by the President. Records, other than membership and financial records, will be maintained for 7 years. Membership records shall be maintained for 10 years. The Secretary will not be responsible for financial records relating to the BCSC.

 

TREASURER – The Treasurer shall keep the financial records of the BCSC and shall be responsible for the collection and disbursement of all funds for the BCSC. The Treasurer will be required to establish and maintain a checking and/or a savings account on behalf of the BCSC. The checking account will list the President, Vice-President and Treasurer as authorized signatures on the BCSC Account. The Treasurer will provide a written account to “The Board” and general membership on a monthly basis. Financial records shall be maintained for a minimum of 5 years.

 

SECTION 5.02. – General Board Member Duties

The members of “The Board” of Directors may volunteer and/or be assigned:

• To act as the club’s Sgt. at Arms responsible for maintaining order at Board meetings, General meetings, and BCSC activities, review new member applications, ensure procedures are followed during voting activities and that only authorized BCSC members participate in the voting procedure.

 

• To support the coordination of all BCSC surfing contests or events. A member of the Board may be assigned as the ‘Event Coordinator’ and may establish committee(s) and at his/her discretion from the general membership to assist with events. Events shall require approval from “The Board”.

 

• To develop a list of sponsors, establish a committee at his/her discretion to assist with identifying primary contact(s) for each sponsor and maintain accounting records, for submission to the Treasurer, of all donations of cash or products received from sponsors.

 

• To act as the BCSC representative to the Coalition of Surf Clubs, and other agencies as required. The Board member assigned with this duty shall report all his/her activities in this capacity to “The Board” and to the general membership.

 

• A Board member may volunteer and/or be assigned other duties to include, but not limited to the activities listed above.

 

SECTION 5.03. – ELECTIONS

“The Board” shall be elected by the general membership of the BCSC. Only those members in good standing are eligible to be members of “The Board”. The election of Board members will be conducted at the November general meeting. “The Board’, shall be elected by secret written and email ballots by a majority vote of the general membership of members in good standing present at the November meeting. The elected members will serve their term for 3 years from January 1 thru December 31.

 

Board members may be removed from their office under the following conditions: personal or health issues preventing the member from performing the duties required as a Board member, fall from good standing with the BCSC, or resignation.

 

In the event a Board member’s position becomes vacant, an election by secret written and email ballot will be conducted to fill the vacant position at the next general meeting following the date of vacancy, with the exception of the position of President which will be filled by the Vice- President for the remainder of the term.

 

Officers and Board of Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties.

 

SECTION 5.04. – MEETINGS

A meeting of the general membership shall be held bi-monthly at the discretion of “The Board”. The President, at his discretion, shall hold a monthly Board meeting. Additional meetings may be set by “The Board”. Visitors and potential applicants for membership may attend general meetings.

 

Some issues may be sensitive and at any time any member of the general membership may call for a closed session. Only members in good standing may attend closed sessions.

 

SECTION 5.05. – QUORUMS

In order that the BCSC may vote on any issue at a general meeting a quorum of the membership must be present. A minimum of one third of the general membership will constitute a quorum for the purpose of voting at a general meeting. Results will be determined by a simple majority voice vote on all issues unless otherwise stated in these bylaws. Voting may be conducted by electronic (email) or written ballots if requested by any general member provided justification for such a vote is approved by the President. The presence of 4 (four) Board members will constitute a quorum for voting purposes at Board meetings.

ARTICLE VI

MEMBERSHIP

 

SECTION 6.01. – MEMBERSHIP CLASSIFICATIONS

 

Charter Member – Is a BCSC member that was an original member of the BCSC upon its conception, and/or identified by the overall consensus of ‘The Board’ and maintains a status of good standing with the BCSC. A Charter Member will be afforded all rights and benefits of the general membership, and will not be required to pay annual dues.

 

General Member – Is a BCSC member that has current paid dues and is in good standing with the BCSC. A General Member is afforded all benefits offered by the BCSC and may participate in all general membership votes.   Members under 18 must have signed approval from a parent or legal guardian to join the BCSC.

  

Suspended Member – A General Member or Charter Member may fall into the category of a Suspended Member under the following conditions: during disciplinary action, allowing dues to become delinquent (excluding Charter Members), failure to pay contest fees, or other unusual situations that” The Board” determines suspensions are required. If a General or Junior Member fails to renew his/her membership by paying dues within the allotted time (See Section 6.03 Dues) that member’s membership will be terminated. If a Terminated Member desires to again become an BCSC member, he/she may re-apply for membership by following the application procedure as a New Member. A Suspended Member shall not be allowed to vote, represent BCSC or participate in a surfing contest as a BAY CITIES SURF CLUB member.

 

SECTION 6.02. – APPLICATION FOR MEMBERSHIP

The BCSC strives to maintain a membership that supports the BCSC mission by including surfers with a high level of ability as well as those developing their skills, and/or those who demonstrate a passion for the South Bay surfing lifestyle. BCSC Members will conduct themselves in a lawful and respectful manner. To ensure a strong BCSC membership the following procedures have been established.

 

New applicants must complete the BCSC Application for Membership and submit it to a General Member in good standing for sponsorship.  The application will require a signature from the applicant that he/she has read, understands and will abide by the bylaws, and all information is true and correct. The applicant must submit the application to “The Board” for review. Upon review, “The Board” may invite the applicant to a general meeting to continue the application process.

 

The General Member sponsor must present the applicant to the General Membership and speak to the attributes of the applicant, to include, but not limited to the applicant’s surfing skill level and experience, reason for desired membership, background, integrity, what the applicant brings to the BCSC, and other points of interest. The applicant will present themselves at the general meeting and respond to any questions by the General Membership.

 

At the conclusion of the meeting, ”The Board” may conduct interviews with the sponsor and the applicant. “The Board” shall review application for membership and if the applicants review is favorable, the President will present the applicant at the following general meeting. Upon the initial  payment of dues ($100.00 for adults, $50.00 for minors) for all individual memberships, those applicants shall be considered members of the BCSC.

 

SECTION 6.03. – DUES

All General Members shall be subject to the payment of their initial  year 1 dues in the amount of $100.00 adult per applicant, and $50.00 per minor applicant. Thereafter, annual dues are $35.00 per year per person for General Membership.  Dues cover a term of 12 months, beginning January 1 and expiring December 31. Members not paying dues by January 30 are considered delinquent. Dues not paid by February 28 will result in suspension of membership.

New members joining after July 1 are subject to dues consisting of $50.00 for General Membership.

 

SECTION 6.04. – DISSOLUTION

In the event the disbandment or dissolution of the BCSC, the funds held by the BCSC after all debts are paid shall be disposed of in accordance with the state laws governing non-profit organizations.

 

SECTION 6.05. – DISPLAY OF EMBLEM

When displaying the BCSC emblem or logo or conducting business on behalf of the BCSC, all members shall conduct themselves in a lawful, respectful manner.

 

SECTHON 6.06. – DISCIPLINE

Members, who violate the bylaws of the BCSC, are convicted of a felony or a misdemeanor involving moral turpitude~ or fail to maintain dues, or bring disgrace to the BCSC, or fail to pay contest fees, are subject to discipline. If any Board Member is made aware of violations as listed above he/she shall make a report to ‘The Board” for review of the reported violation. Any disciplinary action recommended by “The Board” will be reported, at the discretion of the President, to the \General Membership. ‘The Board’ will vote on the recommended disciplinary action. The vote will be determined by a simple majority of ‘The Board’ members present, with the exception of expulsion which shall require a 2/3 majority vote of “ The Board” members present. Discipline for failure to pay dues will be reviewed by “The Board” and is also not subject to a general membership vote.

 

Discipline shall range from suspension for set periods of time determined by “The Board” to permanent expulsion from the BCSC.

 

A suspended member shall have no voting rights in the BCSC during the period of suspension, nor shall a suspended member be allowed to participate in any BCSC event, including meetings and contests. Persons who have been excluded from the BCSC by a vote of expulsion shall have no rights of membership.

ARTICLE VII

TRANSACTIONS, INDEMNIFICATIONS AND REPRESENTATION

 

SECTION 7.01. – EXPENDITURES

“The Board” may cause the expenditure of the BCSC funds for the payment of the normal costs (P.O Box fees, website fees, club store/raffle goods, cookouts, etc.). All other expenditures of BCSC funds shall be subject to approval by vote of the General Membership.

 

SECTION 7.02. – DEBTS

Only “The Board” or its designees may incur debts in the name of the BCSC. Any member who incurs debt(s) in the name of the BCSC without authorization from “The Board” shall be solely responsible for said debt(s) and the BCSC shall not be held liable for said debt(s). The Treasurer will prepare and submit a monthly statement of the BCSC account to “The Board” at the monthly Board meeting.

 

SECTION 7.03. – NONLIABILITY OF BOARD MEMBERS

A member of ‘The Board’ shall not solely, because of such membership, be personally liable for the debts, obligations, or liabilities of the Corporation.

 

SECTION 7.04. – REPRESENTATION

Only “The Board” or its designees may represent the BCSC. Only those members authorized by. ‘The Board” shall make, or cause to be made, public statements or representations in the name of the BCSC. Only “The Board” or its designees may make agreement with other entities which are binding upon the BCSC.

DEFINITIONS

 

BCSC – BAY CITIES SURF CLUB

 

EXECUTIVE SESSION – Meeting with attendance restricted to the executive board members and those invited

 

CLOSED SESSION – Meeting with attendance restricted to general members and those invited.

 

GOOD STANDING – A member who has their dues up to date and does not owe any debts for surf contests, store goods, etc.

 

SHALL – Mandatory

 

MAY – Optional

 

AMENDMENTS

The By-laws of the BCSC may be amended after receiving a two thirds majority vote of the general members present.

 

AMENDMENTS TO BYLAWS & RULES

All previous amendments have been incorporated into the above listed by-laws.

CERTIFICATE

 

This is to certify that the foregoing is a true and correct copy of the bylaws of the BAY CITIES SURF CLUB and those bylaws were duly adopted by The Board of directors of said corporation on the date set forth below.

 

SHAWN O’BRIEN, President

                                Vice-President

ED SOLT , Secretary

MELISSA DAVENPORT, Treasurer