Download a PDF copy of the TSS Bylaws here. 09.16.2024
TAMPA SAILING SQUADRON BYLAWS
ARTICLE I - NAMES, COLORS, AND INSIGNIA
1.0 The corporation’s name shall be “TAMPA SAILING SQUADRON, INC.” (“Squadron”).
2.0 The Squadron’s insignia colors shall be red (Canada Red PMS 032 C)), white, and blue (PMS 286).
3.0 The Squadron’s insignia shall be a red (Canada Red PMS 032 C), white, and blue (PMS 286, Royal Blue) burgee without swallow tail.
3.1 The burgee shall be four symmetrical proportionately smaller isosceles triangles arranged with all sides parallel and separate. The four triangles shall be arranged so the incenters (the intersection of lines bisecting the angles of each triangle) of each triangle are co-located. The colors of the triangles from outside to inside are blue, red, white and red.
3.2 The burgee shall have a ratio of hoist to fly of 2:3 and shall have a 10-inch hoist and a 15-inch fly. Relative proportions: The size of the first red triangle shall be 60% of the size of the largest blue triangle. The white triangle shall be 55% of the size of the blue triangle. The size of the innermost red triangle shall be 20% of the size of the blue triangle.
3.3 When using the insignia for purposes of identification other than for a burgee, the ratio of hoist to fly shall be 2:3 and all triangles shall have the relative proportions defined in 3.2 above.
3.4 Larger burgees may be used on masts taller than 30 feet but they shall not exceed 1Ú2 inch of the fly per foot of mast.
ARTICLE II – OBJECT
- The object of the Squadron shall be to conduct and operate boat regattas of all kinds upon the waters of Tampa Bay, Hillsborough Bay, the Gulf of Mexico, and the Atlantic Ocean; to promote the interest of members of the Squadron in boating, sailing, and yachting generally; to acquire real property, club house and other buildings, docks, launches, and such other equipment and facilities as may be suitable and desirable for the operation of a sailing squadron.
ARTICLE III – MEMBERSHIP
1.0 Any person of good moral character and financial responsibility interested in sailing and the furtherance of this Squadron shall be eligible for membership. No person on the ground of race, color, sex, religious creed, or national origin, shall be excluded from consideration for membership. The Squadron shall not, because of the race, color, sex, religious creed, or national origin of any individual, refuse to hire or employ such individual, bar or discharge from employment such individual, or otherwise discriminate against such individual, with respect to compensation, tenure, conditions, or privileges of employment.
- The Squadron’s membership shall consist of the following classes
a. Regular Member
b. Honorary Member
c. Life Member
d. Junior Member.
2.1 Regular Member: The person whose name is at the top of the membership application who signed the application. There can only be one person listed as the regular member. The spouse or domestic partner as defined below, has the same rights as the regular member. Domestic partner means only two adults who are parties to a domestic partnership and who meet the following requirements:
a. Each person is at least eighteen (18) years old and competent to contract.
b. Neither person is currently married under Florida law or is a partner in a domestic partnership or a member of a civil union with anyone other than the co-applicant.
c. They are not related by blood as defined by Florida law
d. Each person considers himself or herself to be a member of the immediate family of the person whose name appears on the Membership application and to be jointly responsible for maintaining an
supporting the domestic partnership.
e. They reside together in a mutual residence.
Either a Regular Member or that Regular Member’s spouse or domestic partner shall be eligible to serve on the Board of Directors of the Squadron. A Regular Member or that Regular Member’s spouse or domestic partner shall be entitled to cast one vote per household at a membership meeting. The Regular Member and that member’s spouse or domestic partner shall have the use of the Squadron facilities, subject to all rules and regulations. Family members shall be considered guests of the Regular Member.
2.2 Honorary Member: The Board of Directors may grant Honorary Membership in the following manner: a. Shall consist of persons who have been elected to membership for the benefit of the Squadron.
b. Conferred after March 1992, shall be for one year.
c. Shall not be required to pay initiation fees or dues.
d. Shall have the use of all non-billable Squadron facilities.
2.3 Life Member: The Board of Directors may grant Life Membership in the following manner:
a. Life Membership shall be nominated by two Regular Members. Such nominations must be in writing to the Board of Directors and shall detail the contributions to the Squadron which warrant the granting of Life Membership status to the nominee. Life Membership shall be accorded by a unanimous vote of the Board of Directors. A candidate may be submitted only once in a 12-month period.
b. Life Members must be either:
1. 65 years or older, must have been members in good standing for at least 20 years; or
2. Have been in good standing for 30 years.
c. To be eligible, members must be nominated for Life Membership because of consistent and conspicuous contributions to the Squadron for either 20 or 30 years (whichever is applicable) which clearly warrant this recognition.
d. Life Members shall not be required to pay annual dues.
e. Life Members shall be entitled to cast one vote.
2.4 Junior Member: A Junior Member shall be of the ages from 18 through 21, or 22 through 26, if attending a college/university on a full-time basis. Proof of enrollment at a college/university is required for a Junior Member between the ages of 22 through 26. A Junior Member shall follow the Regular Membership process and have all of the duties, responsibilities, and privileges of Regular Membership. Upon reaching ages 22 through 26, if not attending college/university/technical/trade school on a full-time basis, a Junior Member shall become a Regular Member without payment of the initiation fee, upon payment of Regular Member dues.
2.5 Sponsor: A sponsor is a Regular Member who wishes to bring a prospective new member (“person being sponsored”) into the Squadron. The sponsor shall work with the Membership Committee to explain the mission of the Squadron and expectations of the membership to the person being sponsored. Since there are two sponsors required, the duties will be shared as agreed to by the sponsors and approved by the Membership Committee.
2.6 Application Process: Application for membership in the Squadron shall be made on approved forms and a check for the initiation fee shall be attached. The initiation fee is non-refundable after the Board of Directors has accepted the membership application.
a. An applicant shall submit the application signed by two sponsors and attend Squadron functions as
coordinated with sponsors and Membership Committee. Attendance at Squadron functions for approximately three (3) months is required.
b. After approximately three (3) months, the Membership Committee will submit the application to the
Board of Directors with a recommendation for Regular Membership. A two- thirds vote of the Directors present will be required for approval. Upon approval, the Board of Directors will direct the Treasurer to invoice the new Regular Member for the balance of the year’s dues
3.0 In the event of divorce or legal separation of the Regular Member and that member’s legal spouse, or dissolution of the domestic partnership of the Regular Member and that member’s domestic partner, only one will be allowed to remain a Regular Member. The other party may apply for Regular Membership without payment of the initiation fee.
4.0 Upon the death of a regular member, the surviving spouse or domestic partner shall automatically become a regular member. Upon the death of a life member, the surviving spouse or domestic partner shall automatically become a life member.
5.0 A member will receive Squadron paperless electronic notifications and correspondence via email and must advise the Treasurer and Secretary of his/her correct email address.
6.0 Individuals that hold a partnership, joint-ownership or co-ownership interest in a vessel that is located in a Squadron wet slip or dry slip must also be a Regular Member, Life or Junior Member of the Squadron. That is, a Squadron non-member cannot have an ownership or shared interest in a vessel that is located on Squadron property.
7.0 All Members and slip holders must comply with all Bylaws and Rules and Regulations.
7.1 The Board of Directors may by majority vote of a quorum, terminate the lease of a TSS wet and/or dry slip after thirty (30) calendar days’ written notice and an opportunity to be heard before the Board of Directors.
7.2 The Board of Directors may expel a member, provided that before his/her membership shall cease against his/her consent, he/she shall be given an opportunity to be heard. This action shall take place at a regular Board of Directors meeting and shall require that two-thirds of the board members present and voting vote in favor thereof.
8.0 Except as otherwise noted in the Bylaws and Rules and Regulations, each member and all members residing at the same address in a household are eligible to apply for one, and only one, wet slip.
9.0 Commercial vessels owned by a for profit corporation or business may not be located in a Squadron wet or dry slip
ARTICLE IV - FEES AND DUES
1.0 The initiation fee for regular membership shall be $400.00 plus applicable government fees & taxes; for junior membership, ten percent (10%) of the regular membership initiation fee.
1.1 When applying for regular membership there shall be no initiation fee for dependents of regular members upon attaining the age of 18. This privilege shall be exercised within 6 months following the 18th birthday. Full-time students shall have the same privilege described above.
2.0 The dues for regular members shall be $180.00, plus applicable government taxes and fees, per year or pro rata share. The dues for junior members shall be fifty percent (50%) of the dues for regular members.
2.1 A significant portion of membership dues is attributed to the following Squadron expense categories: real estate taxes, insurance or other applicable government taxes. If costs to the Tampa Sailing Squadron increase in either or both of these categories, the Board of Directors, by majority vote, without the necessity of a Bylaws amendment, may pass increases in that portion of the dues attributable to those costs. The membership shall be notified in writing by posting the percentage share of each category on the Official Bulletin Board and club website as soon thereafter as practicable, but not later than the next general membership meeting.
3.0 Dues shall be suspended until the date of Honorable Discharge of any member serving in the military branch of the U.S. Government or until such time as s/he desires re-entry into active membership in the Squadron. During this suspension the member will be considered as an inactive member, having no vote.
4.0 Dues are payable on January 1. If not postmarked by the last day of February, the member’s name shall be stricken from the roll and s/he shall be prohibited from partaking of Squadron activities or the use of the Squadron’s club house, grounds, yacht basin and facilities. The Secretary shall notify the impacted member of such actions by letter sent via U.S. mail by March 30th. New member dues are payable upon the Board of Directors’ approval of membership.
5.0 A member dropped from the roll for nonpayment of dues may be reinstated subject to the approval of the Board of Directors after paying a penalty fee of 10% of the initiation fee, per month, from March 1st to a maximum of 10 months. After this time, the reinstated member shall pay the full initiation fee along with the annual dues in effect at the time of the reinstatement.
5.1 A reinstated member shall not be subject to pro-rata share of initiation fee or annual dues.
ARTICLE V – MEETINGS
- The regular meeting of the Squadron for general business shall be held on the third Monday of the month.However, if the third Monday of the month occurs within five days of a nationally recognized holiday the meeting may, at the discretion of the Commodore, be canceled or moved to another day.
2.0 The election of the officers for the ensuing year and election of two directors for the ensuing two years shall be by secret ballot at the regular meeting on the third Monday in February. The nominee receiving the most.
3.0 The Annual Meeting of the Squadron shall be held on the third Monday in March and the officers and directors previously elected shall be installed.
4.0 The number of members necessary to constitute a quorum for the transaction of business at any meeting of the Squadron shall be a least 15% of the members in good standing plus an officer.
5.0 The Board of Directors shall meet at least once every month.
6.0 Special and emergency meetings of the Board of Directors shall be called by the Commodore or by written request signed by three directors. A special Board of Directors meeting can be called to address in detail or at length a subject or topic usually discussed at a regularly scheduled Board of Directors meeting. An emergency Board of Directors meeting can be called to address emergency situations where immediate action is necessary.
6.1 The agenda and discussion of a special or emergency meeting of the Board of Directors shall be limited to the special or emergency circumstance and purpose described in the written notice of the meeting. The Secretary shall post the written notice of the meeting on the Official Bulletin Board to notify the members in advance of the meeting. In the case of a special meeting, the written notice must be posted on the Official Bulletin Board at least three days before the meeting. In the case of an emergency meeting, the written notice must be posted on the Official Bulletin Board as early as possible before the meeting. The Secretary shall also cause a duplicate of the written notice to be published on the Squadron’s website and an e-mail to be sent to members as early as possible in advance of the meeting
6.2 The Secretary shall make his or her best efforts to personally notify every director of the date, time, place and purpose of the special or emergency meeting of the Board of Directors. In no event shall the Secretary’s inability to contact every director prevent the special or emergency meeting.
6.3 In the case of an emergency Board of Directors meeting only, directors may participate by phone, if unable to attend the meeting, but in no event shall the Article VIII requirement for a quorum of five directors be waived.
6.4 The minutes of the special or emergency meetings of the Board of Directors shall be read at the next regularly scheduled membership and Board of Directors meetings. A summary of the subject and outcome of the special or emergency Board of Directors meeting shall be posted on the Official Bulletin Board and published in the Email Connection and in a secure section of the website.
ARTICLE VI - ORDER OF BUSINESS
1.0 At the hour of the meeting, the Commodore, or in his/her absence, the Vice Commodore, Treasurer, or Secretary shall call the meeting to order and preside over the same.
2.0 The order of business shall be as follows:
a. Introduction of Guests
b. Roll Cal
c. Reading of Minutes
d. Treasurer’s Report
e. Reading of Communications
f. Summary of Minutes of Board of Directors (Minutes available upon request)
g. Report of Standing Committees
h Report of Special Committee
i. Unfinished Business
j. New Business
k. Amendment of Bylaws
l. Election of Officers
m. Installation of Officers
n. Program
o. Adjournment
3.0 All Board of Directors, Regular, and Annual meetings shall be conducted according to the procedures called for in Robert’s Rules of Order, except as may be specified otherwise by the Bylaws.
ARTICLE VII – OFFICERS
1.0 The officers of the Squadron shall consist of a Commodore, Vice Commodore, Rear Commodore, Treasurer, and Secretary. All officers shall be in good standing and shall be elected annually to hold office for one fiscal year, April 1 through March 31.
2.0 It shall be the duty of the Commodore to take command of the fleet, to preside at all meetings of the Squadron, to preserve order, and to see that the Bylaws are strictly enforced.
2.1 The monthly bank statement of the Squadron shall be sent directly to the Commodore for examination after which it shall be turned over to the Treasurer.
2.2 The Commodore shall appoint all committees with the advice and recommendation of the Board of Directors and shall be a member ex officio of all committees and Chair of the Board of Directors.
2.3 The Commodore, at the regular meeting in November, shall announce and post on the Official Bulletin Board the names of the members appointed to the Nominating Committee. Members of the Nominating Committee shall have been members in good standing for two years.
2.4 The Nominating Committee shall report the names of its nominees, together with the names of all members who have been presented to the Nominating Committee by a member, and seconded by another, to stand for a particular office, at the regular meeting on the third Monday in January. During this meeting, in January, the names of any candidates for office, nominated and seconded from the floor, will be added to the reported list of nominees, at which time nominations for office shall close. The names of all qualified nominees shall be made known to the Squadron membership in writing by posting on the Official Bulletin Board as soon thereafter as practicable, but not later than the first Monday in February. Nominees will be offered the opportunity to speak at the January meeting.
2.5 The Commodore shall have the title of President in executive conveyances, contracts, deeds of trust and other instruments with respect to the Squadron.
3.0 It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of his/her duties and to officiate in his/her absence, exercise the powers of Commodore until his/her return or other provision is made.
3.1 The Vice Commodore shall have the title of Vice President in executive conveyances, contracts, deeds of trust, and other instruments with respect to the Squadron
4.0 The duties of the Rear Commodore shall be the same as a director.
5.0 The Treasurer shall collect and receive for the Squadron dues, taxes, remittances, waybills, and other monies, to have charge of the funds of the Squadron, and to keep a correct account of all monies received and paid out. The Treasurer shall serve as chairperson of the Finance Committee. (2015)
5.1 Disbursements shall be made promptly by check, credit card or acceptable electronic method. Invoices exceeding $100 must be approved by the Board of Directors, except that normal recurring bills may be pre-approved by the Board of Directors for the entire watch.
5.2 Authorized signatures shall be by any one of the following: Commodore, Secretary, or Treasurer.
5.3 It shall be the duty of the Treasurer, or the person designated by the Treasurer to deposit the funds in the name of the Squadron in a depository or depositories approved by the Board of Directors.
5.4 The Treasurer shall present quarterly reports to the Squadron.
5.5 The Treasurer shall turn over to the Squadron at the close of his/her term of office all funds and other property belonging to the Squadron, including all records and books in his/her possession. The outgoing Treasurer should, in coordination with the incoming Treasurer, prepare the year-end reports to be submitted to the Board of Directors.
5.6 The outgoing Treasurer shall prepare the necessary reports, records, ledgers, spreadsheets and reconciliations and submit them to the incoming Treasurer and a qualified tax preparer approved by the Board of Directors.
5.7 The Treasurer shall perform other services as may be required by the Commodore or of the Board of Directors.
5.8 Funds allocated to individuals or committees for further disbursement must be accounted for in accordance with the instructions of the Treasurer.
5.9 The Treasurer shall keep a correct roll of the members with their addresses and telephone numbers and shall inform the Secretary of any changes.
6.0 The Secretary shall keep the minutes of the meetings of the Squadron and of the Board of Directors in books provided for this purpose and shall have custody of all records and documents connected with the proceedings of the Squadron. The Secretary shall record decisions of the Board of Directors so as to be able to retrieve previous decisions promptly, such that they might serve to guide current discussion and debate.
6.1 The Secretary shall receive applications for membership from the Membership Committee.
6.2 The Secretary shall notify each new member of his/her membership.
6.3 The Secretary shall notify each member elect of his/her election.
6.4 The Secretary shall conduct the correspondence of the Squadron, give notice of meetings, and in the case of special meetings, state the business intended, and notify members of their appointment to serve on committees.
6.5 The Secretary shall perform such other services as may be required by the Squadron, the Commodore, the Board of Directors, or the Membership Committee.
ARTICLE VIII - BOARD OF DIRECTORS
1.0 The Board of Directors shall consist of the Commodore, Vice Commodore, Rear Commodore, Treasurer, Secretary and four additional members elected by the membership, for a total of nine directors, one of which shall have been a past Commodore.
1.1 Spouses or domestic partners shall not serve contemporaneously on the Board of Directors.
1.2 The Board of Directors shall be the judiciary branch of the Squadron and any decision of any member, officer, or committee may be appealed to such judiciary body. All decisions of the Board of Directors shall be final except as otherwise provided herein.
1.3 The Commodore shall be ex officio Chair of the Board of Directors.
1.4 The Board of Directors shall frame and submit all laws and regulations of the Squadron to the membership.
a. Before being approved and implemented by the Board of Directors, any proposed amendments to the Rules and Regulations shall be discussed at two Board of Directors meetings and one Membership Meeting, read from the minutes, posted on the Official Bulletin Board, and published in the Email Connection and in a secure section of the website.
b. In the event of an immediate threat to the safety, health, and welfare of any persons or to the Squadron, the Board of Directors may implement an Emergency Rule to address that threat. Such an Emergency Rule must then be approved in the process described above in Section within 60 days of its implementation.
1.5 Any office vacated before the term has expired shall be filled by appointment of the Board of Directors and the appointee shall serve the remainder of the term
1.6 Five members of the Board of Directors shall constitute a quorum.
1.7 The Board of Directors shall have entire authority in the management of the affairs and finances of the Squadron and the administration and control of any and all properties of the Squadron. However, the Board of Directors shall not incur any debt in excess of $25,000, pledge the Club property, or sell, exchange, or otherwise dispose of the Club building or real estate without the approval of the membership as prescribed for Bylaws changes by Article XV Section 1.1.
1.8 The Board of Directors shall make such rules as deemed proper respecting the use of Squadron properties and penalties for infraction of these rules.
1.9 The Board of Directors shall audit the accounts of the Squadron or have them audited by a qualified professional accountant, at least once a year.
1.10 The Board of Directors shall have power to limit the indebtedness of a member of the Squadron, except for dues which are addressed in Article IV.
1.11 The Board of Directors shall compile job descriptions for the appointed standing committees and for services. These job descriptions shall be reviewed annually.
1.12 The membership may remove any or all members of the Board of Directors and/or overrule any action by the Board of Directors at any regular meeting of the Squadron provided a quorum is present and two-thirds of the members present and voting vote in favor thereof. It is further provided that any actions proposed under this section be presented to the membership in writing and then read at two regular meetings prior to any action. The written notice to all members shall contain the date of the meeting at which the proposed action s to occur. Upon notice to the Board of Directors, signed by twenty-five percent (25%) of members in good standing, action on the topic in question shall be suspended until the provisions of this section are completed.
1.13 The Board of Directors shall have an approved annual budget for the upcoming watch within sixty (60) days after the beginning of the fiscal year.
1.14 The Board of Directors shall not approve an annual operating budget wherein the total annual expenditures exceed the total anticipated income. The approved annual operating budget shall include a schedule (Facility Reserve Schedule) of the Squadron’s major assets reflecting the remaining lifespan and future replacement cost of each asset and the amount to be set aside annually to fund future replacement cost. The annual budget shall include a line item to fund this annual set aside.
1.15 Accounting policies should be clearly stated.
1.16 The Squadron’s financial records and reporting should be in compliance with the appropriate GAAS and GAAP.
ARTICLE IX -FINANCE COMMITTEE (2015)
1.0 The Finance Committee shall be chaired by the Treasurer and shall consist of four other members, appointed by the Commodore, who are not on the Board of Directors. The committee shall meet at least quarterly, and minutes of each meeting shall be maintained by the Treasurer and submitted to the Board of Directors.
1.1 The Finance Committee will recommend financial policies, goals, and budgets that support the mission, values, and strategic goals of the Squadron. The committee will monitor the Squadron’s financial performance against its goals and will propose major transactions and programs to the board.
The committee shall review and adjust the values of the Facilities Reserve Schedule on an annual
basis or as needed.
1.2 The Finance Committee will perform or direct the performance of any financial audits or reviews and will evaluate and respond to the financial aspects of any audits or reviews. The committee will monitor compliance with governmental financial reporting requirements and will review and report on any
submissions.
1.3 The Finance Committee will develop and recommend an investment policy for approval by the Board, and will oversee the Squadron’s investments, in accordance with the Board-approved policy, to ensure the policy is followed and that investment balances and performance are properly and timely reported to the Board of Directors and to the membership.
ARTICLE X - MEMBERSHIP COMMITTEE
1.0 The Membership Committee shall consist of at least three members, of whom no more than one (1) shall be a member of the Board of Directors, one of whom shall be appointed as Chair. This committee shall investigate the qualifications of all candidates for membership and report their conclusions to the Board of Directors.
1.1 It shall be the duty of this committee to consult with the Board of Directors and discuss reasons for the absence of members from meetings and other Squadron functions and to effect better attendance whenever possible.
1.2 The Membership Committee shall inform each prospective member of the objectives of the Squadron, expectations the Squadron has of each new member, and shall furnish a copy of the current Bylaws to the prospective member
ARTICLE XI - RACING FLEET; RACING; RACE COMMITTEE CONSORTIUM (2022)
1.0 All Racing Fleet Captains shall be appointed by the Board of Directors and shall be responsible for the genera management and control of all boat races and group cruises and all Squadron activities pertaining thereto.
1.1 The Squadron has adopted the U. S. SAILING’s Racing Rules of Sailing, as such may be amended from time to time.
a. For all Regattas, as Defined in Article XI, the Squadron shall be the Organizing Authority.
2.0 The Racing Fleet Captain shall report to the Board of Directors and shall, with the assistance of the Portsmouth Racing Fleet Captain and Keelboat Racing Fleet Captain, make all arrangements for club races under the auspices of the Squadron, classify boats, and appoint individuals to preside over such races. These officials shall have complete jurisdiction over all yachts during each club race and shall follow the Racing Rules of Sailing for all protests.
2.1 The Racing Fleet Captain shall appoint, with notice to the Board of Directors, a Portsmouth Racing Fleet Captain and Keelboat Racing Fleet Captain, who shall report to the Racing Fleet Captain and assist the Racing Fleet Captain in the coordination club races for their respective fleets. The Portsmouth Racing Fleet Captain and Keelboat Racing Fleet Captain shall also serve as the points of contact for any individual One Design Classes or similar fleets active at the Squadron or in the Tampa Bay Area. Together, the Racing Fleet Captain, the appropriate Portsmouth Racing Fleet Captain or Keelboat Racing Fleet Captain, and Race Committee Consortium (“RCC”) Director, as established in this Article, if available, shall form the Protest Committee for all club races, otherwise the Racing Fleet Captain shall appoint members of the Protest Committee.
2.2 The Racing Fleet Captain shall have full charge of all matters pertaining to the establishment of individual club races and series of club races as well as the awarding of prizes, and record-keeping of all club races sailed. The Racing Fleet Captain shall ensure that all boats are properly enrolled and measured and shall report the results of all races at the meetings of the Squadron. Any protest may be made to the Protest Committee and such decision of the Protest Committee may not be appealed.
3.0 The Vice Commodore of the Squadron shall have full responsibility for annual, reoccurring regattas hosted by Tampa Sailing Squadron, where such annual, reoccurring regattas are open to non-member entries (“Regattas”). For such Regattas, the Vice Commodore of the Squadron shall act as the organizing authority and appoint, when appropriate, a protest committee, technical committee and umpires. The Vice Commodore of the Squadron shall publish a notice of race that conforms to rule J1 of the Racing Rules of Sailing and appoint a Principal Race Officer for each Regatta.
3.1 The Principal Race Officer shall be primarily responsible, with advice and consent of the Vice Commodore, for choosing courses to give competitors the best possible races, adjusting the course in response to changing conditions, starting and finishing the fleet, scoring the event, and ensuring the safety of competitors and the race committee. The Race Officer shall coordinate with the Race Committee Consortium, as provided for in this Article and, with the Regatta race committee, publish written sailing instructions for each Regatta.
4.0 The Squadron shall maintain and support a Race Committee Consortium. The role of the Race Committee Consortium is to find, develop, and train individuals to serve on race committees, protest committees, technical committees, and to become qualified Race Officers and Race Officials. The Race Committee Consortium shall assist members in attending Race Officer Seminars held by U.S. Sailing and provide opportunities for certification as Race Officers. The Race Committee Consortium shall have the following primary goals: strive to standardize race management practices for the benefit of competitors and members of the race committee; identify qualified active race officers and make them available to event organizers; and provide structured training and continuing education for race officers.
4.1 The Board of Directors shall appoint the Race Committee Consortium Director, who shall report to the Board of Directors. The Race Committee Consortium Director will be a certified U.S. Sailing Club Race Officer or be in the process of attaining such certification. When appropriate, the Race Committee Consortium Director shall serve as Principal Race Officer for Regattas or may assist in the selection of a Race Officer for Regattas. Race Committee Consortium Director shall give monthly reports to the Board of Directors and provide reports at monthly Squadron Meetings. The Race Committee Consortium Director shall chair the Race Committee Consortium and be responsible for the achievement of its primary goals.
5.0 In March of each year, the Vice-Commodore, Race Committee Consortium Director, Racing Fleet Captain, Portsmouth Racing Fleet Captain, and Keelboat Racing Fleet Captain shall meet and plan the TSS Racing Schedule for the coming year, where such schedule shall begin with the month of June and end in the following May.
ARTICLE XII - CRUISING FLEET (2022)
- The Cruising Fleet Captain shall make all arrangements for group cruises under the auspices of the Squadron, including publicizing and providing pertinent information about the cruise and reporting to the Board of Directors and general membership on cruising activities. The Cruising Fleet Captain may appoint a cruise-specific Cruise Leader to lead any particular cruise and / or to assist in planning any particular cruise. The Cruising Fleet Captain shall publish an annual cruising calendar in June of each year, and such cruising event dates should not conflict with club races or Regattas.
1.1 The Cruising Fleet Captain shall record participation in all group cruises under the auspices of the Squadron and shall make recommendations to the Commodore regarding awarding of cruising awards for such participation.
1.2 The Cruising Fleet Captain shall promote safety and cruising skills both on Squadron sponsored cruises and by means of separate instructional forums.
ARTICLE XIII- DOCKMASTER
1.0 The Dockmaster shall be appointed by the Board of Directors and shall have control and jurisdiction of the Squadron house, harbor, base and pier, storage sheds, and any other facility that the Squadron may obtain from time to time.
1.1 The Dockmaster shall direct and control parking of vehicles, equipment, boats and trailers on Squadron property.
1.2 It shall be the Dockmaster’s duty to manage and direct any maintenance that becomes necessary to the grounds, buildings, piers, and any equipment that the Squadron may have.
1.3 Rules, directives, orders, contracts for maintenance of new construction, etc., shall be approved by the Board of Directors.
1.4 The Dockmaster shall keep posted in a conspicuous place any rule, directive, or policy that shall be tendered for the benefit of all concerned.
ARTICLE XIV – VACANCIES
1.0 The action of any officer or director in willfully neglecting to perform or discharge the duties pertaining to his/her position or being absent from meetings without reasonable excuse shall constitute sufficient reason for his/her position being declared vacant and a successor may be appointed by the Board of Directors.
ARTICLE XV - BYLAWS SUSPENSION AND AMENDMENTS
1.0 These Bylaws or any part thereof may be suspended at any regular meeting of the Squadron by the unanimous consent of the members present but such suspension shall not continue in force beyond adjournment of the meeting at which they are suspended.
1.1 Subject to the requirements of Article V, Section 4.0, these Bylaws may be amended at regular meetings of the Squadron, provided two-thirds of the members present and voting, vote in favor thereof. It is further provided that such amendments shall have been approved by the Board of Directors, provided to the membership by written notice, and read at two previous membership meetings. The written notice to all members shall also contain the date of the meeting that the proposed action is to occur. Written
notice may be delivered by mail or by electronic means.
ARTICLE XVI - SQUADRON OBLIGATIONS (2022)
1.0 If the Squadron has indebtedness from land purchases or capital improvements the Treasurer shall establish an escrow account specifically designed to cover the indebtedness. Sufficient funds are to be maintained in the account to cover all payments of principal and interest which will be due and payable during the next twelve (12) months. If at any time the Squadron’s regular account lacks sufficient funds to establish a proper balance in the escrow account, commitments of the Squadron’s funds by the Board of Directors shall be limited to not more than 40% of the monies collected from all sources and the balance placed in the escrow account.
2.0 The Squadron Treasurer shall establish a Disaster Reserve Account for the purpose of funding the rebuilding of Squadron facilities in the event of a major disaster resulting in significant destruction of Squadron facilities. The Disaster Reserve Account goal is currently set at $300,000. (2022). This is a minimum and may increase by approval of the Board of Directors as advised by the Finance Committee. Annual contributions to the fund shall equal 5% of the budgeted membership income (fees and dues, including but not limited to, wet & dry slip fees) for the Club.
2.1 The funding priorities of the Disaster Reserve Account follows the income-generating assets as
determined by relative revenue generation for the club and shall be:
a. Major repair of docks and pilings.
b. Major repair or replacement of Seawall System
c. Major repair or rebuilding of the clubhouse unmet by insurance claim reimbursements.
d. Major repair or rebuilding of the Railway System.
e. Major repair or rebuilding of the hoist, boat ramp or work barge
f. Replacement of all remaining assets of the Squadron
3.0 The Squadron Treasurer shall establish a Facilities Reserve Account for the purpose of replacement or major refurbishment of Squadron assets as listed on the Facilities Reserve Schedule. Annual funding of this reserve shall be determined and recommended by the Finance Committee to the Board of Directors. The Board of Directors shall review such proposals and determine the proper annual fees for TSS members and wet and dry slip holders.
4.0 The Squadron Treasurer shall establish a Capital Improvements Reserve for the purpose of initiating capital improvement projects at the Club. This Reserve shall provide funding for initial project development such as determining the project scope, conducting a feasibility study, exploring project options and related cost projections, and/or acquiring necessary government approvals. This Reserve shall not be used to fund the capital improvement project itself, but for the costs leading up to the start of the project work and for the development of the overall budget for the project which must be approved by the Board before the project is started.
4.1 The target balance of the Capital Improvement Reserve is $50,000. No more than 30% of the fund
balance shall be used by any given Watch. Annual contributions to the reserve shall equal 3% of the Club’s budgeted Membership Income (dues and fees) and shall continue until the targeted balance is met and reinstated if the reserve falls below the targeted balance.
5.0 Any surplus funds remaining after any Watch (as indicated by “Net Ordinary Income” on the budget performance report) in excess of $1000 is to be allocated with the following priorities.
a. To fund the combined operating cash accounts to a minimum of $60,000.
b. To fund the Capital Improvement Reserve to its target level.
c. To fund the Disaster Recovery Reserve.
6.0: Reserve earnings shall accrue proportionally to each reserve fund if multiple funds are combined for
investment purposes.
ARTICLE XVII – INDEMNIFICATION
1.0 Squadron facilities are to be used at Member’s own risk. Member acknowledges that participating in any Squadron activity involves certain risks, and that injuries, death, property damage, or other harm could occur to the Member or others. Members, for themselves and their guests, invitees, and agents, agree to release, indemnify, defend, and hold harmless Squadron, the Squadron Board of Directors, the Squadron Membership and its affiliates, employees, volunteers, officers, agents, insurers, successors and assigns (the “Released Parties”) from: (I) any and all liability for loss or damage to Member’s vessel(s), her gear, equipment and contents for any reason, including Squadron equipment failure or negligence; (II) any and all loss, damage, liability, legal action or claim, of any nature, including attorney’s fees and other litigation costs or expenses, arising from the use of vessel(s); and (III) any and all loss, damage, liability, legal action or claim of any nature, including attorney’s fees and other litigation costs or expenses, arising out of; use of Squadron facilities, engaging in Squadron activities, the presence of Member’s vessel(s), vehicle(s) or personal property at the Squadron facilities, or the moving of vessel(s) except to the extent that such loss is the result of Squadron’s gross negligence, willful or wanton misconduct. Squadron disclaims all implied warranties, and Members, for themselves and their heirs, successors, and assignees hereby release the Released Parties from any and all liability arising out of any claimed implied warranty. In the event of any damage or injury to Squadron arising from the active or passive acts, omissions, or negligence of Member or Member’s guests, invitees, agents, or other persons not authorized by the Squadron board, Member shall pay all expenses incurred by Squadron, on Squadron’s demand.
2.0 The Squadron is entitled to assess a member for damage or losses suffered by Squadron arising from, caused by, or contributed to by the active or passive acts, omissions, or negligence of a member, or a member’s family, guests, invitees, employees, or agents, or other person not authorized by the Squadron board, including but not limited to; damage to Squadron facilities, personal injury, damage to vessels, storage of hazardous
materials, operation of vehicles or vessels, storage of vessels, trailers, materials, or equipment, loss by sinking, collision, fire, or other losses.
3.0 It is understood and agreed that Squadron reserves the right, in its sole discretion, to relocate vessels, vehicles, trailers, equipment or materials pursuant to these Bylaws and other Squadron documents, or in case of emergency at the owner’s sole risk and expense. Undertaking to relocate is not an assumption of responsibility for safety, security or care by Squadron. The Squadron is not a Bailee and shall not be deemed a Bailee. Owner agrees to reimburse Squadron for any and all costs incurred on Owner’s behalf in the event of relocation. Owner agrees that Squadron shall not be liable for any loss, damage, liability, legal action or claim, of any nature, including attorney’s fees and other litigation costs or expenses, arising from relocation.
4.0 The Squadron will indemnify the Squadron Officers, Directors, Dock Master, Fleet Captains, RCC, agents, volunteers and Committee members to the fullest extent permitted by law.
ARTICLE XVIII. CORPORATE DATA
1.0 The Squadron is a not-for-profit entity organized under the laws of the State of Florida, with its principal place of business in Apollo Beach and County of Hillsborough, State of Florida.
2.0 The fiscal year of the corporation shall begin on the first day of April and terminate on the thirty-first day of the following March.