Bylaws

Section 1. Principal Office
The principal office of the corporation is located in Alameda County, State of California.
The mailing address shall be 1442a Walnut Street #243, Berkeley, California 94709.

Section 2. Change of Address
The designation of the county or state of the corporation’s principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
New Address: ____________________
Dated: ________, 20__

Section 3. Other Offices
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

Section 1. IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 2. Specific Objectives and Purposes
The specific objectives and purposes of this corporation shall be to foster national and international amateur canoeing competition as a charitable and educational organization under Section 501(c)(3) of the United States Internal Revenue Code or its successor, and to provide low cost access to recreational and competitive team paddling for youth, school, and adult members.

Section 3. Nondiscrimination
A. This corporation shall not discriminate against any member or applicant for memberships, or employee or applicant for employment because of race, color, religion, ancestry, national origin, age (over forty), sex, pregnancy, marital status, disability, sexual orientation or AIDS.

B. This corporation shall permit the City of Berkeley access to records of membership, membership promotion, employment, employment advertisement, application forms, EEO-I forms, affirmative action plans and any other documents which, in the opinion of the City of Berkeley, are necessary to monitor compliance with the nondiscrimination provisions, and will, in addition, fill out in a timely fashion, forms supplied by the City of Berkeley to monitor these nondiscrimination provisions as required.

Section 1. Number
The corporation shall have at least eight directors and collectively they shall be known as the Board of Directors. In addition, the corporation may have one or more directors representing additional teams or subgroups. The members of the Board of Directors shall include:

• President
• Vice President
• Treasurer
• Secretary
• Fleet Captain
• Small Fleet Captain
• Competition Director
• Membership Director
• Community Outreach Director
• Communication and Web

Section 2. Qualifications
Directors shall be members of the corporation.

Section 3. Powers
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 4. Duties
It shall be the duty of the directors to:
a. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
b. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
c. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
d. Meet at such times and places as required by these Bylaws;
e. Register their physical and electronic addresses with the Secretary of the corporation, and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.
f. Develop, approve and maintain the Operating Rules which govern the use of equipment owned and operated by the Corporation, and the conduct of members while using or preparing to use such equipment.

Section 5. Term of Office
Each director shall hold office until his or her successor is elected and qualifies.

Section 6. Compensation
Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

Section 7. Place Of Meetings
Meetings shall be held at the Berkeley Marina or at another place as may be designated by the Board.

Section 8. Regular Meetings
Regular meetings of Directors shall be held bi-monthly at a location and time discussed by the Board, or via e-mail over a period of three days. E-mail meetings shall begin at 8:00 AM local time on date designated by the Board and end no later than 11:00 PM three days later unless extended by majority vote of the Board of Directors.

Section 9. Special Meetings
Special meetings of the Board of Directors may be called by the President, the Vice President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the place designated by the person or persons calling the special meeting, or may be held via email or electronic conference.

Section 10. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
a. Regular Meetings. Regular meetings of the Board of Directors shall be held during the first full week of each even-numbered month, unless rescheduled by a majority of the Board. At least one week prior notice shall be given by the President or Secretary of the corporation to each Director of the specific time and place of each regular meeting of the Board, after conferring with all available Directors. Such notice may be oral, written or electronic, may be given personally, by first class mail, by telephone, by email or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. Waiver of notice as specified in 10c applies. Meetings will not be held if four or more Directors object to time or place.
b. Special Meetings. At least one week prior notice shall be given by the President or Secretary of the corporation to each director of each special meeting of the board. Notice shall be by any means specified in 10a, and waiver of notice as in 10c applies. In the case of facsimile or electronic notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice or email by a return message or telephone call within twenty-four hours of the first facsimile transmission or email notification.
c. Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 11. Quorum for Meetings
A quorum shall consist of five of the members of the Board of Directors. In the case of meetings conducted via email or electronic conferencing, receipt of notification and access to appropriate communications facilities during the time interval of the meeting shall be considered to be presence at the meeting.
Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 12. Majority Action As Board Action
Every act or decision requires a vote of at least five of the directors present at a meeting duly held, regardless of the number of Directors present. Such action is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

Section 13. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. The Secretary shall archive all email and electronic conferencing posts during an electronic meeting.
Physical meetings shall be governed by Roberts Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws or with provisions of law.
All meetings in person or by e-mail shall be conducted in such a manner as to insure that all members of the Board of Directors have full access to all discussion relative to the issues under consideration, and votes shall be conducted so that all members of the Board of Directors deemed to be present at the electronic meeting are able to vote.

Section 14. Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the Board of Directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.

Section 15. Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.

Section 16. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

Section 17. Insurance For Corporate Agents
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

Section 1. Designation Of Officers
The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. The corporation may also have one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and other such officers with such titles as may be determined from time to time by the Board of Directors.

Section 2. Qualifications
Any member over 21 years of age may serve as officer of this corporation.

Section 3. Election and Term of Office
Officers shall be elected by the membership at the annual membership meeting, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

Section 4. Removal and Resignation
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

Section 6. Duties of President
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors.
The President shall be responsible for administering insurance coverage for the corporation and maintaining insurance documents and records.

The President shall be responsible for preparing and submitting an application for a waiver of berthing fees to the City of Berkeley by February 1st of each year per Berkeley City Council Resolution No. 58,895-N.S. Documents required are outlined in the resolution and include an Annual Report, Financial Statement, and a report detailing the community services provided in the prior year. These documents are to be assembled with updates from each of the directors on their areas of responsibility.

Section 7. Duties of Vice President
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation or by these Bylaws or as may be prescribed by the Board of Directors.
The Vice President shall be responsible for operational safety issues and for recommending standards for training, testing and certification of members. The Vice President shall develop and maintain documents related to this function, including instructional materials, tests and records of member certification levels.

These documents shall include:
– Written tests for steerspersons and related certifications
– List of BRCC certified steerspeople and their test records
– List of BRCC members who have marina keys, key numbers, and contact info
– Provide a list of current BRCC key holders to marina office
The Vice-President is also responsible for maintaining equipment directly related to operational safety, including but not limited to:
– All required onboard safety equipment
– Onboard storage containers for safety equipment
– Navigation lights, including battery spares and mounting hardware
– Storage for safety equipment in the dock lockers

Section 8. Duties of Secretary
The Secretary shall:
Certify and keep at the principal office of the corporation or at such other place as the board may determine, the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may determine, a book and/or secure electronic record of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, the names of those present or represented at the meeting and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records of the corporation, except as otherwise provided by these Bylaws.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors. For example, the Secretary shall, in coordination with the treasurer, send out letters to donors for income tax purposes.

Section 9. Duties Of Treasurer
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.
Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors, including, for example, coordinating the distribution of donor tax letters with the secretary.

Section 10. Duties of Fleet Captain
The Fleet Captain shall be responsible for overseeing the maintenance and berthing of the dragonboats and related equipment owned or operated by the corporation and for the coordinating and maintaining boat use logs as required.
The Fleet Captain shall establish committees to assist with these responsibilities at his or her discretion as needed.
The Fleet Captain may also be referred to as the Site Manager.

Section 11. Duties of Small Fleet Captain
The Small Fleet Captain shall be responsible for overseeing the maintenance and berthing of the small fleet and related equipment owned or operated by the corporation and for the coordinating and maintaining boat use logs as required.
The Fleet Captain shall establish committees to assist with these responsibilities at his or her discretion as needed.

Section 12. Duties of Competition Director
The Competition Director shall be responsible for administration and management of the racing program, and shall closely coordinate with individual teams that may exist as groups within the BRCC membership.
The Competition Director shall be responsible for coordinating a cadre of coaches who will, with certified steerspeople, lead practices for teams in development under the BRCC umbrella.

Section 13. Duties of Membership Director
The Membership Director shall be responsible for maintaining membership records, including the membership category and dues schedule for each member. The Membership Director shall keep at the principal office of the corporation or other place designated by the Board of Directors of the corporation, a membership book and electronic record containing name and address of each and any members, and, in the case where any membership has been terminated, the date on which such membership ceased.
The Membership Director shall receive and maintain signed waivers for anyone who goes out on a BRCC vessel. He/she shall also require and monitor the submission of signed waivers by each member at the start of their membership and at the beginning of each calendar year for every membership year thereafter. He/she shall also submit all new waivers to the insurance company.

Section 14. Duties of Community Outreach Director
The Outreach Director shall be responsible for overseeing the public service and community outreach components of BRCC. These activities will include coordinating participation in City festival events (July 4, Berkeley Bay Festival), coordinating and scheduling paddling experiences for youth and community programs, and excursions donated to community non-profit groups for fundraising auctions.

The Outreach Director shall take a leadership role in developing and cultivating corporate support through teambuilding activities and team development.

The Outreach Director shall maintain relations with the Berkeley Marina staff, Waterfront Commission, City recreation departments, for example as well as other agencies or non-profit entities that may be in a position to participate in outreach events, youth programs and youth or high school teams.

Section 1. Committees
The corporation shall have such committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.

Section 2. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

Section 1. Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.

Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the nonprofit purposes of this corporation.

Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office or other location designated by the Board of Directors of the corporation:
a. Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
d. A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours.

Section 2. Directors’ Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of law.

Section 3. Members’ Inspection Rights
Each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:
a. To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.
b. To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled.
c. To inspect at any reasonable time the books, records or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a member.
Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of law.

Section 4. Right To Copy And Make Extracts
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

Section 5. Periodic Report
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

Section 1. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

Section 1. Amendment
Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended or repealed and new Bylaws adopted by approval of the Board of Directors.

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

Section 1. Determination and Rights of Members
The corporation shall have only one class of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this corporation or provisions of law, all memberships shall have the same rights, privileges, restrictions and conditions.

Section 2. Qualifications of Members
a) Members shall be at least 14 years of age and have parent or guardian permission if under 18 years of age.
b) Members shall agree to and sign the liability waiver, and in addition a parent or guardian shall agree to and sign the liability waiver if the member is under 18 years of age.

Section 3. Admission of Members
a) Applicants shall be admitted to membership by the Membership Chair upon payment of the annual dues and acceptance of the membership application by any member of the Board of Directors.
b) The term of membership shall be one year from date of acceptance of the application.

Section 4. Fees and Dues
The annual dues payable to the corporation by members shall be set by the Board of Directors.

Section 5. Number Of Members
There is no limit on the number of members the corporation may admit.

Section 6. Membership Book
The corporation shall keep a membership book or secure electronic record containing the name and address of each member. Termination of the membership of any member shall be recorded in the book or electronic record, together with the date of termination of such membership. Such book or electronic record shall be kept at the corporation’s principal office or at such other place as the board may determine.

Section 7. Nonliability of Members
A member of this corporation is not, as such, personally liable for the debts, liabilities or obligations of the corporation.

Section 8. Nontransferability of Memberships
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.

Section 9. Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the following events:
1. Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
2. If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.
3. After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period.

All rights of a member in the corporation shall cease on termination of membership as herein provided.

Section 1. Place of Meetings
Meetings of members shall be held at the Berkeley Marina or at such other place or places as may be designated  by the Board of Directors.

Section 2. Regular Meetings
A regular meeting of members shall be held each calendar year, on a Saturday in January, for the purpose of electing new directors and transacting other business as may come before the meeting. The candidates receiving the highest number of votes shall be elected. Each voting member shall cast one vote, with voting being by ballot. Requirement for ballot voting can be waived by general consensus at the time of election. The annual meeting of members for the purpose of electing directors shall be deemed a regular meeting.

Section 3. Special Meetings of Members
Special meetings of the members shall be called by the Board of Directors, the President of the corporation, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the members.

Section 4. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws or provisions of law, notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally, by mail or by electronic mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification includes notification by telephone, by facsimile machine or by email, provided however, in the case of facsimile or email notification, the member to be contacted shall acknowledge personal receipt of the facsimile notice or email by a return message or telephone call within twenty-four hours of the first facsimile transmission.

The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time notice is given.

Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Articles of Incorporation, these Bylaws or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 5. Quorum for Meetings
For the purposes of electing officers, a quorum shall consist of 10% of the voting members of the corporation The membership figure will be calculated as of 12-31 of the previous year, prior to the Annual Meeting held in January.

Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 6. Majority Action As Membership Action
Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater number.

Section 7. Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by written ballot. Requirement for ballot voting can be waived by general consensus at the time of election.

Section 8. Action by Written or Electronic Ballot
Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written or electronic (email) ballot to each member entitled to vote on the matter. The ballot shall:

1. set forth the proposed action;
2. provide an opportunity to specify approval or disapproval of each proposal;
3. indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and
4. shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.

Ballots shall be mailed, emailed or delivered in the manner required for giving notice of membership meetings as specified in these bylaws.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written or electronic ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed, emailed or delivered.

Section 9. Conduct of Meetings
Meetings of members shall be presided over by the Chairperson of the Board, or, if there is no Chairperson or, in his or her absence, by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Roberts Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws or with provisions of law.