BY-LAWS OF
Growing Up Sailing Together (GUST)
A NOT-FOR-PROFIT CORPORATION
 
ARTICLE I ORGANIZATION
1. The name of the organization shall be “Growing Up Sailing Together” (GUST).
2. The organization may at its pleasure by a vote of the membership body change its name.
 
 
ARTICLE II PURPOSES
The following is the purpose for which this organization has been organized: 
 
In order to increase participation, increase quality of instruction, and produce more competitive sailors in and around the Central States Sailing Association (CSSA) region, GUST is formed as the umbrella organization which combines the resources of several sailing clubs. 
 
 
ARTICLE III MEMBERSHIP
There are two types of Membership in this organization:
1. Club Membership shall be open to any club in and around the CSSA region who pays the annual fee for club membership and commits their club resources to the success of the program.
2. Individual Membership shall be open to any sailor in and around the CSSA region who pays the annual fee for individual membership.
 
The organization of GUST will maintain annual memberships with CSSA and US Sailing.
 
 
ARTICLE IV MEETINGS
 Section 1. The annual membership meeting of this organization shall be held in August, September or October as deemed most convenient for the majority of the Board of Directors and the other membership contacts. The Board of Directors shall fix the day.
 
 Section 2. Regular meetings of this organization shall be called as deemed necessary by the Board of Directors. Meetings other than the annual membership meeting may be held via electronic communication, such as (but not limited to) conference calls. 
 
 Section 3. The Board of Directors and committees are authorized to meet and conduct business by electronic communication media so long as all members may participate.
 
 Section 4. The presence of not less than fifty percent (50%) of the Board of Directors shall constitute a quorum and shall be necessary to conduct the business of this organization.
 
 
ARTICLE V VOTING
 Section 1. At all meetings, except as deemed necessary by the Board of Directors, all votes shall be by voice. For paper ballots, the ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.
 
 Section 2. Electronic voting shall be allowed when electronic means of meeting is employed. This includes email, voice vote via telephone, and other forms of communication approved by the Board.
 
 
ARTICLE VI BOARD OF DIRECTORS
 Section 1. The business of this organization shall be managed by a Board of Directors. These members will be the Commodore, Vice-Commodore, Treasurer, the CSSA Member-at-large, a Member-at-large from each Member Club and a Member-at-large representing Individual Members.
 a. All of the directors shall be members of CSSA,
b. The Commodore, Vice-Commodore, and Treasurer are to be elected at the annual meeting of this organization
c. The Members-at-large are appointed by the club they are representing at this annual meeting, and
 d. They shall serve for a term of one year.
 
 Section 2. The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.
 
 Section 3. Each director shall have one vote; such voting may not be done by proxy.
 
 Section 4. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
 
 Section 5. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
 
 Section 6. A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.
 
 
ARTICLE VIII OFFICERS
  Section 1. The Commodore shall preside at all meetings.
He shall present at each annual meeting of the organization an annual report of the work of the organization.
He shall appoint all committees, temporary or permanent.
He shall see all books, reports and certificates required by law are properly kept.
He shall be one of the officers who may sign the checks or drafts of the organization.
 
 Section 2. The Vice Commodore shall in the event of the absence or inability of the Commodore to exercise his office become acting Commodore of the organization with all the rights, privileges and powers as if he had been the duly elected Commodore.
He shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained. He will chair committees on special subjects as designated by the board.
It shall be his duty to file any certificate required by any statute, federal or state.
He may be one of the officers required to sign the checks and drafts of the organization.
 
 Section 3. The Treasurer shall have the care and custodies of all monies belonging to GUST. He shall make a report at each board meeting to be affixed to the minutes, and make financial information available to officers when requested. He must be one of the officers who shall sign checks or drafts of GUST.
 
 Section 4. The immediate Past Commodore shall be a member of the Board of Directors.
 
 Section 5. The Members-At-Large officers shall be one representative from each Member Club, one representative from CSSA, and one parent of an Individual Member. They shall be responsible for attending meetings and voting on issues that directly affect the operation of the organization. They will be expected to assist in carrying out duties for the continued existence of the organization from time to time.
 
 Section 6. No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
 
 Section 7. Officers shall by virtue of their office be members of the Board of Directors.
 





ARTICLE XII AMENDMENTS
 Section 1. Amendments to these Bylaws may be proposed at any meeting of GUST, but may only be adopted by the Board of Directors after being submitted in writing and distributed to the membership at least twenty (20) days prior to the vote on its adoption. 
 
 Section 2. Amendments, dissolution, and contracts must be passed by a two-thirds vote of the Board of Directors in order to be adopted. (Two-thirds of the entire Board of Directors)
 
 Section 3. The membership shall be notified of all amendments within thirty (30) days after adoption.
 
 

ARTICLE XIII PARLIAMENTARY AUTHORITY

The rules contained in the Modern Edition of Robert’s Rules of Order shall govern GUST in all cases where they are not inconsistent with these bylaws and any special rules of order that GUST may adopt.

ARTICLE XIV DISSOLUTION

Upon a vote to dissolve GUST, all monies shall be distributed to club or individual members, according to the balance sheet. Any unclaimed funds shall be donated to the CSSA treasury.