article IV

Board of Directors and Officers

1. Unless otherwise directed by the membership or otherwise specified by the By-laws, all matters of governance of the club in every respect shall be determined by the Board of Directors including without limitation the setting of dues, fees, assessments and numerical membership limits, the maintenance of order, the protection of club property, the handling of club funds, the discipline of members and all other matters incident to successful continuation of the club into the future in accordance with its objectives. The Board of Directors shall have no power to render the club liable for any debt exceeding the amount of money which shall at the time of contracting such debt, be in the treasury and not needed for discharge of prior unfunded debts or liabilities of the club. A decision of the Board of Directors may be overruled only by a vote of two-thirds of the members present at a meeting called for that purpose on two weeks’ notice. At such a meeting each member of the Board of Directors shall have one vote on the issue in question.

2. The Board of Directors shall consist of nine members as follows: the President, the Vice President, the Secretary, the Treasurer, two Captains, plus three Trustees. To ensure continuity, at the first election following adoption of these By-laws, one Trustee shall be elected for a 1-year term; one Trustee shall be elected for a 2-year term and one Trustee shall be elected for a 3-year term; and thereafter one Trustee shall be elected for a 3-year term at each subsequent annual meeting.  The Board of Directors shall meet not less frequently than once a month and five members shall constitute a quorum.

3. The Officers of this club shall consist of the President, Vice President, Secretary, Treasurer and two Captains who shall all serve on the Board of Directors.

4. Terms. Elections shall be conducted at the Annual Meeting as set forth in Article V. The term of each elected Officer and Trustee shall begin on January 1 of the year immediately following the election. The President, Vice President, Secretary, and Treasurer shall each serve for a term of 1 year and until their successors are duly elected. At the 2021 election, in order to expand the office of Captain to two officers with staggered terms of office, one Captain shall be elected for a 1-year term and shall be referred to as the “Senior Captain”, and one Captain shall be elected for a 2-year term and known as the “Deputy Captain”, and thereafter each Captain shall serve for a term of 2 years and until a successor is duly elected. Each Trustee shall serve for a term of three years and until a successor is duly elected. Officers and Trustees are eligible for reelection. Vacancies in any office may be filled for the balance of the term by the Board of Directors.

5. President. The President shall be the chief officer of the club and shall preside at meetings of the club and of the Board of Directors. S/he shall be a member ex-officio of all committees. S/he shall communicate to the club such matters and make such suggestions as may in his opinion tend to promote the welfare and increase the usefulness of the club, and shall perform such other duties as necessary incident to the office.

6. Vice-president. The Vice President shall perform all duties of the president during the absence of the president. S/he shall be a member ex-officio of all committees and shall be chairman of the Membership Committee.

7. Secretary. The Secretary shall issue all notices, keep a record of the meetings of other members of the club, the proceedings of the Board of Directors and of other matters concerning which a record shall be at all reasonable times be open to the inspection of any senior member of the club. The Secretary shall conduct all correspondence pertaining to the office and shall have custody of the seal, if any, of the club.

8. Treasurer. The Treasurer shall keep an account of all moneys received and expended for use of the club and shall make disbursements authorized by the Board of Directors. All sums received shall be deposited by him in a bank or banks approved by the Broad of Directors, and s/he shall make a report at the annual meeting or when called upon by the President. Funds may be drawn only on the signature of the Treasurer. The duties of the Treasurer, under the approval of the Board of Directors, maybe delegated to an assistant treasurer. The funds, books, and vouchers in his hands shall at all times be subject to verification and inspection by the elective officers of the club. At the expiration of his term of office, the treasurer shall deliver to the successor all books, money, and other property of the club.

9. Captains. The office of Captain is held by two senior members, each of whom have two-year terms. During the first year of service, the member serving as Captain shall be referred to as the “Deputy Captain”, and during the second year of service, the member serving as Captain shall be referred to as the “Senior Captain”. The Deputy Captain shall assist the Senior Captain in fulfilling all the duties and responsibilities of the office. Together the Senior Captain and the Deputy Captain shall have charge of club equipment and the placement of members’, visitors’, and invitees’ boats and their use and storage under the direction of the Board of Directors, shall see that proper repairs are made and equipment furnished, shall enforce the rules of the club relating thereto, and shall ex-officio be members of the Regatta Committee.

10. Trustee. The role of trustee is held by three senior members, each of whom have three-year terms. Each year, one of the three trustees is up for election. The Trustees ensure continuity of the Board vision and carry knowledge to new Board members as stewards of the organization. Each Trustee engages as a leader in at least one standing committee of the Board, selected through consultation with the Board and committee leaders. Trustees are expected to actively develop and mentor Riverside leaders and to participate enthusiastically in membership, community and alumni communications and fundraising.

article V

Election of officers

1. The elections of club officers shall take place annually at the time and place of the annual meeting. Any senior member who has been such for at least 2 years shall be eligible for office. Any senior member who has been a club member for at least 1 year may also be eligible if two-thirds of the voting members present approve such nomination.

2. An officer may be removed from office only by a majority vote of the Board of Directors, followed by a two-thirds vote of the members present at a meeting specifically called for such purpose on two weeks notice. The person charged shall have no vote on such issue.

3. Nominations and Elections. Nominations for club officers and trustees shall be open 30 days prior to the annual meeting and shall remain open up to and including the time of vote. An official list of nominees for all positions will be posted. The elections of club officers and trustees will be held at the annual meeting. Each candidate has five minutes to give a campaign speech, followed by a question and answer period to be controlled by the election monitor.

ARTICLE VI

Meetings

1. The annual calendar of Board and General Membership meetings shall be set by the Board of Directors in January of each calendar year A meeting may be rescheduled with at least 30 days notice.
   
   a. Board meetings. Monthly Board meetings shall be held during the first or second week of each month by decision of the Board of Directors or by the membership at a previous General Membership meeting.
   
   b. General Membership meetings. Quarterly General Membership meetings shall be held during the first or second week of the following months: March, June, September and November. The Annual Meeting for 2021 shall be held during the first two weeks of November, and commencing in 2022 and thereafter, the Annual Meeting shall be held during the first two weeks of September in each year, for election of officers and trustees, receiving reports, and transactions of other business and should not conflict with local, state or national elections.
   

2. The President may at any time, and upon written request of eight senior members, the secretary shall call, a special meeting with two weeks notice to the membership.
   

3. The presence of one-third of the total number of senior and life members shall constitute a quorum at any meeting.
   
   The order of business at the Annual Meeting shall be as follows:
   a. Call to order
   b. Reading of minutes from previous meeting
   c. Reports
   d. Election of officers
   e. Unfinished business
   f. New business
   g. Adjournment
   
   The order of business may be altered or suspended at any meeting by a majority vote of the senior members present. The usual parliamentary rules as laid down by Robert’s Rules of Order shall govern when not in conflict with these by-laws.

ARTICLE VII

committees

1. The club shall have at least three standing committees: a Membership Committee of five persons, a Regatta Committee of five persons and a Presidential Committee of three persons. Additional standing committees may be established from time to time by the Board of Directors. Members of these committees shall be appointed by the Board of Directors which shall, unless otherwise provided herein, also designate the chairperson of each committee. Three year terms shall be staggered so that one or more expire each year. No person shall serve more than two consecutive three year terms. Elected officers and trustees may also be appointed to these committees. Appointments may be revoked at any time by majority vote of the Board of Directors.

2. Membership Committee. The Membership Committee shall be responsible for screening prospects for all classes of membership and reporting its recommendations to the membership for action not less often than quarterly. It shall be established and publish its ruling regarding applications which are not inconsistent with these by-laws. The Vice President shall be chairman ex-officio.

3. Regatta Committee. The Regatta Committee shall be responsible for the planning and supervision of all regattas for which the club is host, and in cooperation with the Captain and individual competing members, for coordinating participation of the club and its members in regattas and other competition hosted by sister organizations. It shall establish and publish rules regarding such activity which are not inconsistent with these by-laws.

4. Presidential Committee. The Presidential Committee will consist of three members each having a three year term staggered such that one member’s term expires each year. The domain of this committee is to generate and administer long term plans for the club. The committee will meet a minimum of four times per year and the residing President will be included in any committee votes. The three members will report to the board in June and December. During the December meeting the Presidential committee members will also vote to approve the budget for the following year.

article VIII

liabilities

Nothing herein shall constitute members of the club as partner for any purpose. No member, officer, agent, contractor, or employee shall be liable for the acts or failure to act of any other member, officer, agent or employee of the club. Nor shall any member, officer agent, or employee be liable for his/her acts of failure to act under these by-laws, excepting only acts or omissions arising out of his/her willful malfeasance.

article iX

mail vote

When in the judgment of the Board of Directors, any question shall arise that should be put to a vote of the membership, and when it deems it inexpedient to call a special meeting for that purpose it may, unless otherwise required by these by-laws, submit the matter to the membership in writing by mail for vote and decision, and the question thus presented shall be determined according to a majority of the votes received by mail within two weeks after such submission to the membership, provided that in each case votes of at least fifty percent of the senior members shall be received. Action taken in this manner shall be as effective as action at a duly called meeting.

article X

expulsion

If any member shall be charged by any other member, in writing addressed to the Board of Directors or any member thereof, with conduct injurious to the good order, peace or interest of the club, or at variance with the requirements of the by-laws, the Board of Directors shall thereupon inform the member charged in writing. If upon inquiry the Board of Directors shall be satisfied of the truth of the charge, and that the same demands such action, the Board of Directors shall request the charged member to resign, and if such charged member declines to do so, shall refer the matter to a regular or special meeting (notice of the purpose of which shall be given to the membership two weeks in advance of such meeting), and the club, after the presentation of the case, and hearing the person so charged if such person desired to be heard, may proceed to expel such person. A motion for expulsion shall be decided on a secret ballot, and the vote of two-thirds of the members present shall be necessary to expel. The person shall have no vote on such issue.

Article XI

Amendment

Articles of these by-laws (except Article XIII) may be amended or repealed by a vote of two-thirds of the members present at any regular meeting, provided that notice of the general character of such amendment or repeal shall have been given at the preceding meeting.

Article XII

Club house privileges

No intoxicating beverages shall be allowed in the premises without express permission of the Board of Directors.

article XIII

dissolution

The club shall not be dissolved or the boathouse disposed of as long as ten members in good standing are willing to contribute, and this article with respect to dissolution shall not be altered or amended unless by unanimous vote of all the members present at a regular or special meeting, provided that due and sufficient notice of the purpose of such meeting be mailed to each member not less than 30 days prior to the date of such meeting. In the event of dissolution of the club pursuant to laws of these by-laws, the remaining assets of the club shall be given to the National Rowing Foundation (United States Rowing Association).

article xIv

1. Member Conduct: The Club requires all of its members to behave appropriately and respectfully toward each other, guests and employees of the Club while using the Club facilities, attending regattas, events or in public forums or discussions related to the Club or the rowing community. Acts of conduct which, in the opinion of the Board, is injurious or detrimental to the good order, welfare, best interests, or character of the Club, or at variance with the requirements of these by-laws or promulgated rules and regulations of the Club will not be tolerated. Although it is not possible to list every type of prohibited conduct, examples of such misconduct include but are not limited to the following: physical or verbal abuse of a fellow member, an employee or a guest, including but not limited to discourteous and/or disrespectful treatment of coaches and staff; physical or verbal abuse of a member, employee or guest of other boat clubs or river organizations, including but not limited to discourteous and/or disrespectful treatment of other boaters, coaches, race officials and staff; damage to, or destruction, misuse or theft of any property owned by the Club, a fellow member, an employee or a guest; intentional falsification of the Club records including, but not limited to the payment of dues or fees; defrauding or attempting to defraud the Club; violation of the Club’s Harassment/Sexual Harassment Policy; violation of the Club’s By-Laws, or other member rules, regulations or policies.

2. Harassment/Sexual Harassment: It is the policy of the Club that all of our members, guests and employees/contractors should be able to enjoy a Club and work environment free from discrimination and harassment including sexual harassment. Riverside Boat Club will not allow any form of sexual harassment within the work/social/boat club environment. Sexual harassment creates an intimidating, hostile, and/or offensive environment. It will not be tolerated. Sexual harassment, as defined in this policy, includes, but is not limited to, sexual advances, verbal or physical conduct of a sexual nature, visual forms of a sexual or offensive nature [e.g., signs and posters], or requests for sexual favors.
   
   The Club’s Harassment/Sexual Harassment Policy provisions which cover prohibited conduct toward employees is also applicable with respect to such conduct toward or between members/guests.

3. Complaints of Member Misconduct; Disciplinary Action: If any member shall be charged in writing, addressed to the Board of Directors by any other member, by any employee of the Club or by an outside party, with conduct injurious or detrimental to the good order, welfare, best interests, or character of the Club, or at variance with the requirements of these by-laws or promulgated rules and regulations of the Club, or if the Board on its own accord shall become cognizant of such conduct, then the Board, after such investigation and deliberation as it deems appropriate in each particular circumstance, may proceed to:
   
   - reprimand said member orally or in writing; or
   - suspend said member for a period not to exceed six months; or
   - request said member’s resignation.

If member declines to resign, shall refer the matter to a regular or special meeting and may proceed to expel said member by two-thirds vote of senior members present, pursuant to Article X of these bylaws.