Club Charter and Bylaws

Club Cruceros de La Paz Charter:

A. FORMATION OF THE CLUB

During a meeting of approximately 120 cruisers on June 6, 1988 at the Los Arcos Hotel in La Paz, Baja California Sur, Mexico it was unanimously agreed to form a cruisers’ club in La Paz. By majority vote, it was decided that this club would be known as Club Cruceros de La Paz (CCLP), and that the objectives of the club shall be as set forth in paragraph “B”, below.
It was further decided to elect a Board of five (5) officers for an initial term of one (1) year, to guide and manage the club in the achievement of its objectives. By majority vote a club burgee, club insignia, and club mascot were selected. Finally, it was agreed that the Commodore would appoint a Bylaws committee to prepare a set of proposed Bylaws by which the club would be governed.

B. OBJECTIVES OF THE CLUB

Provide a relaxed and congenial atmosphere for the enjoyment of its members and visitors.
Provide information and assistance to the cruisers and the community at large, especially in emergencies.
Promote safety and the exchange of knowledge and experiences.
Serve as a center for social events.
Establish and maintain good relations with the local officials and community leaders.
Be involved in charitable programs and spearhead special events.
Promote the good will of CCLP via specially assigned cruising ambassadors and offers of reciprocal privileges to international yachting organizations.

C. INTRODUCTION OF BYLAWS
The club shall be governed by its Bylaws, and the Bylaws may only be amended by a two-thirds (2/3) vote of the members present, either at a regular or special meeting.

Club Cruceros de La Paz Bylaws:

ARTICLE I - NAME AND LOCATION

Club Cruceros de La Paz
APDO Postal #366
La Paz, Baja California Sur, Mexico 23000
www.clubcruceros.net
Latitude 24° 09.28' N Longitude 110° 19.55' W

ARTICLE II - PURPOSE

Provide a relaxed and congenial atmosphere for the enjoyment of its members and visitors.
To provide information and assistance to cruisers and the community at large, and assist when possible in emergencies to both.
Promote boating safety and encourage the exchange of knowledge and experiences.
Serve as a center for social events.
Establish and maintain good relationship with the local officials and community leaders.
Be involved in charitable programs and spearhead special events.
Promote the good will of Club Cruceros de La Paz (hereafter known as the “Club”) via the cruising community.

ARTICLE III - ORGANIZATIONAL STRUCTURE

MANAGEMENT

The management of the business activities and administrative actions of the Club shall be by the Board of Directors, hereinafter known as “the Board,”.
The Board shall keep the membership informed of plans, conditions, finances, and general operating status of the Club on a regular basis.

THE BOARD

The Board shall be comprised of nine (9) Club members each with one (1) vote and elected in accordance with the Bylaws.
The Board members shall be the Commodore, Vice Commodore, Rear Commodore, Secretary, Treasurer, three (3) Directors at Large and the Past Commodore.
If a Board member holds more than one office simultaneously, that member shall only have one vote.

AUTHORITY

The membership shall have final authority to approve, amend or rescind any governing action of the Board.
Board members are expected to attend and participate in all board meetings and may be subject to recall if the member is absent at three or more board meetings during any calendar year.
Any decision of the Board may be appealed by submission of a petition signed by voting members in good standing (dues paid). The petition shall clearly state the decision that was made by the Board; the reason that the decision should be changed, reversed or amended; and the specific action requested. The petition shall be in written form, signed by at least twenty (20) voting members in good standing, and shall be submitted to the Commodore a minimum of seven (7) days prior the next Board meeting. The Board shall consider the appeal and may reverse, amend or uphold the decision. If the Board upholds the decision being challenged, the Board shall immediately submit the specific action stated in the petition for a vote of the membership at the next Annual or Special Membership meeting.

RESPONSIBILITIES OF THE BOARD

To meet regularly when called upon to conduct business affairs of the Club.
To arrange for membership meetings, social functions and special events.
To recommend, for the approval by the general membership, membership dues and other such charges that will maintain the financial stability of the Club.
To submit a Club calendar of community activities and events.
To provide application forms, membership cards, letterhead, and other necessary materials to the Club.
To have custody and control of all Club property.
To adhere to the Club Charter.
To provide active leadership in Club sponsored charitable programs.
To develop and maintain Standard Operating Procedures (SOPs).
The duties of the club administrator (if appointed) shall be defined in the SOPs.

RESPONSIBILIITIES OF OFFICERS

COMMODORE
1. The senior executive officer of the organization shall be the Commodore, elected by the members as herein provided.
2. The Commodore shall preside at all meetings of the Club.
3. The Commodore shall appoint all committees.
4. The Commodore shall have the authority to remove committees and reappoint new committee members and chairs.
5. The Commodore shall be an ex-officio member of all committees except the Financial Review Committee.
6. The Commodore shall be enabled to call a special meeting of the Club at any time after giving seven (7) days notice. The notice shall be posted on the clubhouse bulletin board, announced on the daily VHF radio net (the net) on channel 22 and posted on the Club website.
VICE COMMODORE
1. The Vice Commodore shall assist the Commodore in the conduct of his or her duties.
2. The Vice Commodore shall assume the duties of the Commodore in his or her absence.
3. The Vice Commodore shall oversee the maintenance and control of Club property, and advise the Board as to the status of said property when requested by the Board.
REAR COMMODORE
1. The Rear Commodore shall assist the Commodore and Vice Commodore in the conduct of their duties.
2. The Rear Commodore shall assume the duties of the Vice Commodore in his or her absence and shall perform the duties of Commodore in the absence of both Commodore and Vice Commodore.
SECRETARY
1. The Secretary shall keep a written record of all official meetings of the Club.
2. The Secretary shall preserve in a permanent file all records of the Club and its officers, except the financial records of the Club, and said records shall be transferred to the successor at the close of the Secretary’s term of office.
3. The Secretary shall handle the correspondence of the Club.
4. The Secretary shall maintain a current roll of members.
5. The Secretary shall keep other records as may be deemed by the officers, or as required by the Bylaws.
6. The Secretary shall assume the duties of the Commodore in the absence of all Commodores.
TREASURER
1. The Treasurer shall be responsible for all monies of the Club and shall report therein at each Board and Annual Membership meeting.
2. The Treasurer shall receive all monies from Club events and activities including but not limited to, donations, event income, membership dues, and merchandise sales.
3. The Treasurer shall pay all expenses upon proper authorization and make a report therein at the Board meeting.
4. The Treasurer shall keep a permanent itemized record of all receipts and expenditures. Such records shall be transferred to the successor at the close of the Treasurer’s term of office.
5. The Treasurer shall oversee inventory and control of all merchandise.
6. The Treasurer shall assume the duties of the Commodore in the absence of all other officers.

RESPONSIBILITIES OF OTHER BOARD MEMBERS

DIRECTORS AT LARGE
The three (3) Directors shall perform the duties as assigned by the Commodore.
PAST COMMODORE
The Past Commodore may assist the Board in the conduct of their duties.

INTERIM APPOINTMENTS

In the event the Commodore is unable or unwilling to serve, the Vice Commodore and Rear Commodore shall each advance one station and a new Rear Commodore shall be appointed by the Board from the remaining Board members.
In the event the Vice Commodore is unable or unwilling to serve, the Rear Commodore shall become Vice Commodore and a new Rear Commodore shall be appointed by the Board from the remaining Board members.
In the event that the Secretary or Treasurer is unable or unwilling to serve, the Commodore shall appoint a member to the position with the approval of the remaining Board members. Upon approval of the membership at the next Annual or Special Membership meeting, the appointee will serve the remainder of the term with all the rights and privileges of that office.
In the event that the Past Commodore is unable or unwilling to serve, a replacement shall be selected by the Board with preference given to any available Past Commodores. If the nominee is not a Past Commodore, the replacement would be designated an additional Director at Large. Upon approval by the membership at the next Annual or Special Membership meeting, the appointee will serve the remainder of the term with all the rights and privileges of that office.
In the event that any Director at Large is unable or unwilling to serve, a new member shall be appointed by the Board. Upon approval by the membership at the next Annual or Special Membership meeting, the appointee will serve the remainder of the term with all the rights and privileges of that office.
Alternates may be used when the Secretary or Treasurer cannot be present at any Board, Annual or Special Membership meeting. The Secretary or Treasurer may select a member in good standing to replace him or her at a meeting with the approval of the Commodore. Alternates will not have a vote as a Board member, nor receive or disperse Club monies.

TERM OF OFFICE
The Board shall be elected to hold office for the term of one (1) year.
RECALL

Elected or appointed members of the Board may be recalled for cause by a two-thirds (2/3) majority vote of members in good standing that are present at any Annual or Special Membership meeting, provided that there is a valid quorum.
The Board may pass a resolution by two-thirds (2/3) majority vote to remove a Board member and place the recall on the agenda of the next Annual or Special Membership meeting. The recall is effective upon approval of the Board's resolution by the general membership.
The membership may submit a recall petition, which must be submitted in writing, specifying the elected or appointed member(s) to be recalled and the specific reasons for the request, and signed by a minimum of fifteen (15) members in good standing. The recall petition may be delivered to any member of the Board at least fourteen (14) days prior to any meeting where the recall request will be considered.
Upon receipt of a valid petition, the Board shall place the recall petition on the agenda of the next Annual or Special Membership meeting.
The Board shall schedule a Special Membership meeting to consider the recall petition within thirty (30) days of the receipt of the recall petition.
In cases where the recall petition includes a majority of the Board, the recall petition may be introduced by any two (2) members in good standing at any Annual or Special Membership meeting, provided that there is a valid quorum.

ARTICLE IV - CLASSIFICATION OF MEMBERSHIP

CHARTER MEMBERSHIP
Any person joining on or before June 6, 1988.
REGULAR MEMBERSHIP
Any person joining after June 6, 1988.
HONORARY MEMBERSHIP
Any person who by virtue of his or her distinguished service to the community and or to the Club, whether in the field of boating or otherwise, shall be eligible for Honorary Membership. Such a membership shall be granted upon the affirmative vote of a majority of the Membership present at any Annual or Special Membership meeting. Honorary Membership shall be for life unless with drawn by act of the general membership. Honorary Members shall be granted the rights and privileges of active members except the right to vote or hold office, and shall not be required to pay dues.

ARTICLE V- MEMBERSHIP PRIVILEGES AND OBLIGATIONS

PRIVILEGES

To vote in the election of the Board
To vote to amend the Bylaws and on such other matters as are brought before the membership for action.
To have access to the Treasurer’s books and Club records at all reasonable times.
To have access to Club facilities, secured mail and property owned by the Club that is maintained for the purpose of being loaned to members.
To share equally in all benefits afforded Club members.

OBLIGATIONS

To pay annual dues on or before the member’s anniversary date of membership.
To keep the Club Secretary informed of any changes to the member’s vital contact information.
To be responsible for any and all Club property in the member’s possession.

ARTICLE VI - CLUB BURGEE AND INSIGNIA

THE CLUB BURGEE
The Club burgee shall be a pointed flag twelve (12) inches in height and eighteen (18) inches in length. The top half shall be white, to indicate clear sky. The bottom half shall be the blue sea. It shall have an orange sun setting on the sea, with gold and yellow light reflecting through the sea. The sun shall have the letter “C” bordering it in a darker orange and the club mascot, the pelican, in flight in the center of the sun.
INSIGNIA
The insignia of the club shall be a simile of all the details contained within the letter “C” on the burgee.

ARTICLE VII - MEETINGS

ANNUAL MEETING

The general membership shall meet annually, unless otherwise announced by the Commodore or the Board. The meeting shall be designated as the Annual Membership meeting.
Minutes of the Annual Membership meeting shall be posted on the Clubhouse bulletin board and published on the Club website.

BOARD OF DIRECTORS

The Board shall meet once per month unless otherwise announced by the Commodore or other Officer. At the Board meeting, the presiding Commodore shall have the deciding vote where there is a tie vote.
The Commodore may call an executive session, closed to members, other than Board members and invited individuals, to discuss issues regarding financial matters, personnel matters, or legal matters. Actions taken in executive session shall be approved at the next Board meeting.
Board meetings may be held in person, by telephone, electronic conference call, electronic on-line conference meeting, by email, or in such other manner as the Board members may approve, provide that notice of the meeting is given to all Board members and a quorum of the Board participates in the meeting.
The minutes of all Board meetings, except executive sessions, shall be posted on the clubhouse bulletin board and published on the Club website.

ARTICLE VIII - NOTICES

REMINDERS
Reminders of the Annual and Board meetings will be posted on the Club website, announced on the net and posted on the clubhouse bulletin board by the Commodore or other member of the Board.
SPECIAL EVENTS
With the approval of the Commodore and one other Club Officer, special events will be announced on the net and posted on the clubhouse bulletin board and published on the Club website by the appropriate committee chairperson.

ARTICLE IX - QUORUMS

ANNUAL OR SPECIAL MEETINGS
A quorum shall consist of twenty (20) members, in good standing, at the Annual or a Special Membership meeting.
BOARD MEETINGS
A quorum shall consist of a Commodore and four (4) other Board members.

ARTICLE X - NOMINATIONS AND ELECTIONS

NOMINATIONS

Any member in good standing may submit the name of a candidate to a member of the Nominations and Elections Committee no more than sixty (60) days in advance of the Annual Membership meeting and the election of the Board.
Nominations will be posted on the clubhouse bulletin board, posted on the Club website, and announced on the net.
Nominations from the floor will be accepted at the April Board meeting after which the nominations will be closed and ballots prepared for the Annual Membership meeting.

ELECTIONS

The election of the Board shall be held at the Annual Membership meeting in April.
Elections will be by Ballot.
The Commodore shall appoint a “Teller Committee” for the purpose of distributing, collecting, and counting all ballots. The Teller Committee shall consist of three members from the general membership, none of which may be a Board member or candidate for office.
The Teller Committee shall assure that only one ballot will be counted from each member.
In the case of contested elections, an email containing a ballot (or online voting instructions) will be sent to the last email on record for all members in good standing. The emails will be sent once the nominations have closed and at least five (5) days before the election. For security they will be sent using the Bcc feature. All votes or ballots received will be held securely until the election.
All ballots shall be tallied and announced in open session at the Annual Meeting.
The elected Board shall begin their term of office at the Board meeting in May.

ARTICLE XI - APPOINTMENTS

The Commodore shall appoint, with the advice of the Board, all Standing and Special Committees along with their chairpersons. Standing Committees shall consist of:

Bylaws
Standard Operating Procedures
Nominations & Elections
Membership
Charities
Website & Email Management
Financial Review

It is further recommended that the Commodore appoint the following Special Committees:

Community Liaison
Social
Clubhouse & Coffee Hour

Subject to the approval of the Board, the Commodore has the authority to appoint such other committees and task forces as may be necessary for the purpose of providing efficient operation of the Club.
The names of the various committee chairs or Board Liaisons shall be posted on the bulletin board at the clubhouse and on the club website.
The Commodore may appoint a Club Administrator. The appointment must be approved by a majority vote of the Board.

ARTICLE XII - DUES

Annual dues shall be established from time to time by a vote of the membership at the Annual or a Special Membership meeting.
Annual dues are valid for one (1) year from the date the member paid.

ARTICLE XIII - PROPERTY RIGHTS

No member of the Club shall have any right, title, or interest in, or to property or assets of the Club. Upon dissolution of the Club, the assets shall be donated to local charities determined by a vote of the Board and approved by the members present at the Annual or a Special Membership meeting.

ARTICLE XIV - FINANCE AND AUDIT FINANCIAL MANAGEMENT

The fiscal year shall be May 1 to April 30.
All Club financial records shall be recorded and reported in Mexican Pesos (MN).
Income from dues, donations, and activities collected by any member shall be delivered to the Treasurer within ten (10) days of receipt of those monies, together with an accounting of the source of the monies.
The Treasurer shall keep separate accounts for the following funds and report them on a monthly basis, including current period income and expenditures and year-to-date totals.

General Fund
1. Operational expenses.
2. Dues income and expense.
3. Event income and expense.
4. Donations.
Disaster Fund
1. Expenditures.
2. Fundraising activity income.
3. Directed donations.
Charitable Activities Fund
1. Expenditures.
2. Fundraising activity income.
3. Directed donations.
Merchandise Fund
1. Merchandise expenses.
2. Merchandise income.

Expenditures of less than one thousand ($1,000 MN) pesos may be paid from a Petty Cash Account maintained by the Treasurer.

All expenditures must be approved by a Board member with authority of oversight of the function or activity for which the expenditure is made.
The Board member may delegate the authority to purchase items, using the Petty Cash Account, to a Club member, but is responsible to reimburse the member directly.
The Board member may then request reimbursement from the Treasurer, upon submission of a reimbursement form and official receipt, subject to approval by the Board at their next Board meeting and recorded in the minutes of the meeting.
Should the Board not approve the expenditure, the Board member shall immediately reimburse the Club for the monies received from the Treasurer.
Advances from the Petty Cash Account are not allowed except by Board authorization.

All expenditures in excess of one thousand ($1,000 MN) pesos shall be preapproved by the Board by resolution.

The Board may adopt a resolution authorizing expenditures for normal operational expenses that are expected to occur within the current fiscal year, on a recurring basis, which do not exceed ten thousand ($10,000 MN) pesos per resolution. The Treasurer shall reconcile the expenditures against the authorized amount in the monthly financial statement.
The Board may adopt an annual budget by resolution showing expected expenditures and income, which would fulfill the requirement in subsection F. 1. (above.)
Expenditures for capital purchases, donations to qualified charities, and extraordinary expenses shall be approved separately by resolution of the Board.
Expenditures for items exceeding seventy-five thousand ($75,000 MN) pesos to a single vendor or entity shall be approved by resolution of the Board and approved by vote of the members present at the Annual or a Special Membership meeting.
Donations directly to non-members are not permitted.
Advance of funds may be permitted if specifically included in the Board resolution for the expenditure.

In lieu of a formal written resolution, actions of the Board authorizing expenditures may be documented in the published Board meeting minutes including the purpose, amount, and whether the action was unanimous or split vote.
Within ten (10) days after the close of the fiscal year an annual financial review shall be conducted by the Financial Review Committee, which shall be composed of no less than three (3) members that have financial, accounting, or auditing experience. The Treasurer shall cooperate with the Financial Review Committee, but may not serve as a committee member. The financial review format shall be specified, and the review conducted in accordance with the Board’s Standard Operating Procedures manual. Findings of the Financial Review Committee shall be approved by the Board and presented at the Annual or a Special Membership meeting.
Club monies may not be co-mingled with personal or business funds of any member or other individual.
Any individual responsible for handling Club funds or property must be a member in good standing of the Club.
The Disaster Fund is for remediation of catastrophic weather events. The fund is to be administered by the Board of Directors of the Club.

ARTICLE XV - AMENDMENTS

These Bylaws may be amended by a two thirds (2/3) vote of members voting at the Annual or a Special Membership meeting including email balloting in accordance with Article X, Section B Elections.
Elections. Proposed amendments to the Bylaws shall be presented to the Board in writing at a Board meeting held prior to the Annual or a Special Membership meeting.

ARTICLE XVI - PARLIMENTRY PROCEDURE

All points of parliamentary procedure not provided for herein shall be decided according to the latest published revisions of Roberts Rules of Order.

Bylaws adopted: June 22, 1988. Revised: June 1991, June 1992, November 1994, April 2006, December 2011, January 2015, March 2015, April 2015, February 2018, April 2022, and May 2023.