Club Bylaws

1.0         Name

The organization was incorporated on December 21, 1965 as a not-for-profit corporation with the name Falcon Yacht Club, now operating as the Falcon Sailing Club (“FSC” or “the Club”).

2.0         Definitions

  1. Commodore, and variations:
    1. Past Commodore = Past Chair Person of the Board of Directors
    1. Commodore = Chair Person of the Board of Directors
    1. Vice Commodore = Vice Chair Person of the Board of Directors
  2. Member in Good Standing = a member that has paid their appropriate membership fees for the year.

3.0         Objectives

The objects of the Club shall be to encourage sailing, sailing races among Members, and to provide harbour, docking, launching, hauling out and off-season storage facilities for its active Members. These facilities shall be designed primarily for sailboats.

4.0         Members

4.1           Membership Categories and Fees

The Club membership categories shall consist of Full Members (Family, Individual, and Student), Junior Members, and Social Members.

  1. Full Member – Family: includes a couple living in the same household, and their dependant children up to 25 years of age;
  2. Full Member – Individual: an individual 18 years of age or older;
  3. Full Member – Student: an individual aged 18-25 years of age who is enrolled as a full-time student in an educational program.
  4. Junior Member: open to youth aged 12-17 years of age who meet one of the following criteria: 1) have participated in a FSC LTS in the season in which they first join the Club as a member; 2) have CANSail 1 certification earned through any LTS program in the season in which they first join the Club as a member; or 3) are able to demonstrate equivalent sailing skills to the satisfaction of the LTS coordinator or his/her delegate.
  5. Social Member: includes a non-sailing individual, or a non-sailing couple living in the same household, who wish to join the Club to access Club facilities and participate in Club social activities.

Full Members, Junior Members, and Social Members may join the Club by paying the relevant fees. The Board of Directors/Officers will establish the membership fees as they see fit.    

4.2           General Information and Membership Responsibilities

The General Information and Membership Responsibilities in this section apply to all membership categories unless otherwise specified:

  1. Membership renewals for Full Members and Junior Members are due by May 15th. Membership renewals received after May 15th will be subject to a late fee (see Clause 8);
  2. By paying the membership fees, all members are accepting and agreeing to abide by the Club’s Bylaws and all Club guides, rules, and regulations;
  3. Members agree to contribute to the upkeep of the Club as required, commensurate with their skills and abilities. Details regarding projects and ongoing maintenance needed to operate and maintain the Club are set out under “Member Responsibilities” on the Club website under the “Member” Tab;
  4. Members may not store personal equipment in the Club Sail/Maintenance Shed;
  5. Names must be clearly visible on boat trailers/dollies and dinghies;
  6. Docking/storage of Member boat(s) is at the Member’s own risk. All Members docking/storing one or more boat(s) agree to release the Club and its Directors from any and all liability for any loss or damage that may occur to their boat(s);
  7. Any member of a prior year that has not paid the current year’s fees for their category of membership will no longer be in good standing and cannot continue to store a boat. They must remove their boat from the Club grounds within 3 months of the time when their membership fees become past due. After this time, the Board may take any action it considers appropriate with respect to the former member’s boat(s). The former Member agrees to release the Club and its Directors from any and all liability for any loss or damage that may occur to their boat(s) arising from any action taken by the Board;
  8. Any member with a boat on the Club grounds that has been inactive for 3 years must remove the inactive boat from the Club grounds. After this time, the Board may take any action it considers appropriate with respect to the member’s inactive boat(s). The Member agrees to release the Club and its Directors from any and all liability for any loss or damage that may occur to their boat(s) arising from any action taken by the Board;
  9. All members should have adequate liability insurance coverage in the event of injury or damage caused by them or their boat;
  10. A Sail Canada / Sail Manitoba membership is required to participate in Club races;
  11. Full Members and Junior Members may have an individual guest or a guest family up to three times per year.

4.3           Membership Rights and Restrictions

4.3.1 – Full Members

  1. May avail themselves of all the Club activities and facilities.
  2. Voting rights:
    1. Full Members – Family: a family group is entitled to a combined total of one vote at Club meetings;
    1. Full Members – Individual: are entitled to one vote at Club meetings; and
    1.  Full Members – Student: are entitled to one vote at Club meetings.
  3. Membership includes:
    1. Use of Club boats on a first come basis in accordance with the “Guide for Members” and “Member Responsibilities” on the Club website under the “Member” Tab;
    1. Docking/storage for one dinghy/boat. Additional boats may be docked/stored for an additional fee as established by the Board of Directors/Officers.; and
    1. One Sail Canada / Sail Manitoba membership. Full Members – Family may purchase additional Sail Canada / Sail Manitoba memberships at cost for family members.

4.3.2 Junior Members 

  1. Must be at least 12 years of age.
  2. May avail themselves of all the Club activities and facilities.
  3. Do not have voting rights.
  4. Membership includes:
    1. Use of Club boats on a first come basis in accordance with the “Guide for Members” and “Member Responsibilities” on the Club website under the “Member” Tab;
    1. Docking/storage for one dinghy/boat. Additional boats may be docked/stored for an additional fee as established by the Board of Directors/Officers; and
    1. One Sail Canada / Sail Manitoba membership. 

4.3.3 Social Members 

  1. May avail themselves of Club social activities, grounds, and clubhouse facilities for daytime activities.
  2. Do not have voting rights.
  3. Do not have use of Club boats.
  4. Do not have guest privileges.
  5. May not dock/store a boat at the Club.
  6. May not participate in a Club race except as a guest of a Full Member and with purchase of a Sail Canada / Sail Manitoba membership.
  7. May not overnight on Club grounds;
  8. A Social Membership may not be combined with other membership types except with a Junior Membership for non-sailing parents of a Junior Member.

5.0         Board of Directors

5.1           Composition

  1. The Board of Directors of the Club shall consist of the following Officers each elected for a two-year term:
  2. Past Chair Person (Past-Commodore) (ex-officio)
  3. Chair Person (Commodore)
  4. Vice Chair Person (Vice-Commodore)
  5. Secretary-Treasurer
  6. Harbour Master & Grounds Officer
  7. Race Officer
  8. Learn-to-Sail Officer
  9. House & Social Officer
  10. Member Engagement and Promotion   
  11. Web Master and Communications Officer
  12. Additional ad hoc positions as considered necessary by the Board of Directors and elected at the AGM.

5.2           Responsibilities and Authority

  1. The Board of Directors is responsible for:
  2. Governing and conducting the Falcon Sailing Club’s affairs
  3. Establishing the strategic plan and operating policies of the FSC
  4. Motivating members to be active participants in the FSC activities
  5. Conducting much of the FSC operational activities; while ensuring there are members who have volunteered to manage all the tasks required to successfully operate the Club in the long run, and
  6. Strategically ensuring the FSC is successful through active recruitment and retention of new members
  7. The Board shall manage and control the finances, property, harbour, assets, image and affairs of the Club and make rules for the governance of the membership. It may appoint sub-committees and their chairs as it sees fit.
  8. Each Officer shall produce a written Annual Report for distribution by the Secretary to all members prior to the Annual General Meeting.
  9. The Board shall meet as it deems necessary; however it shall meet a minimum of 3 times per year, with at least one meeting being in the first 3 months (January, February or March) at which a plan of communication, promotional and other activities will be presented by the appropriate officers and agreed to by the Board; including written confirmation for the Minutes of who, will do what, by when.
  10. The quorum of each Board meeting shall be the Commodore and three other Officers.
  11. The Board is authorized to draft and enforce such rules for the proper conduct of the Club as it shall deem expedient. They shall be published on the website under the “Membership tab”.
  12. The Board has the power to appoint members in good standing to fill vacancies in its ranks for the balance of the replaced Officer’s term if an Officer resigns.
  13. The Board has the power to appoint members in good standing to fill vacancies if less than a full slate of Officers is elected at an AGM.

5.3           Director Removal

  1. A director/officer may be removed by a vote of the Board of Directors if that director/officer:
  2. Is not in attendance, without prior approval from the Commodore, at more than 3 consecutive Board meetings.
  3. Is hindering the effective and friendly operation of the Club.

6.0         DIRECTORS / OFFICERS’ DUTIES

6.1           Past Commodore shall:

  1. Provide advice and assistance where needed, at the request of the Commodore
  2. Chair the Nominating Committee

6.2             Commodore shall:

  1. Plan the agenda for and Chair all Board meetings (unless not available, in which case the Vice-Commodore will chair)
  2. Monitor that the performance of each Officer in fulfilling their duties is sufficient for the FSC to be successful; and where there are concerns, offer assistance and guidance to that Officer
  3. Be the primary representative of the FSC
  4. Chair all the Annual and Special General Meetings and enforce the Club rules and regulations
  5. Be ex-officio member of all committees, except the Nomination Committee
  6. Be the custodian of all deeds and other material documents, all of which shall be stowed in the “Captain’s Kitty” and handed over to the successor in office, along with an inventory thereof embodied in the Minute Book (held by the Secretary Treasurer)
  7. Prepare a brief written report for distribution to all members in advance of the AGM and for presentation at the AGM

6.3           Vice-Commodore shall:

  1. Chair Board meetings if the Commodore is unable to do so
  2. Assist the Commodore in every respect
  3. Be an ex-officio member of all committees except the Nominating Committee
  4. In the event of the resignation or illness of the Commodore, the Vice-Commodore will assume those duties for the balance of the term
  5. Prepare a brief written report for distribution to all members in advance of the AGM and for presentation at the AGM

6.4           Secretary-Treasurer shall:

  1. Advise the Commodore on appropriate items to include on the Agenda for Board meetings and assist the Commodore in monitoring that the performance of each Officer is sufficient for the FSC to be successful
  2. As part of the preparation of the Agenda for the first Board meeting each calendar year, assist the Commodore by preparing a detailed calendar of all dates and related activities that need to be completed by each Officer, to have a successful communications and promotional program. This does not include one-time activities decided upon by the Board, but rather those which are typically conducted every year. E.g. Learn to Sail articles for papers/magazines. E.g. Open House events, etc.
  3. Process all membership applications and keep a record of all members
  4. Send annual membership invoices to all members, which shall describe the classes of membership and optional fees, such as added boats or an exemption fee to not have to mow the grass
  5. Once members pay, submit their names and appropriate Sail Manitoba (formerly MB Sailing Assoc.) fees, to ensure Sail Manitoba insurance coverage is in effect for all FSC races/events, as advised by the Race Officer
  6. Keep minutes of all FSC meetings
  7. Maintain the insurance in effect for the types of insurance which the Board of Directors has approved
  8. Keep every member current on the Club rules
  9. Ensure the latest version of the Member Responsibility Policy document is available on the website and is sent to all members annually
  10. Issue notices of Meetings
  11. Conduct the Club correspondence
  12. Keep all Club records in a secure file
  13. Act as Secretary of the Board, preparing and circulating minutes to all directors within 2 weeks after a Board Meeting
  14. Look after all financial accounts
  15. Keep current and formal records of all accounting
  16. Present at Annual General Meetings a current year-to-date financial statement with related reports of the financial affairs of the Club; and also a Financial Statement, reviewed by an independent person (auditor, which does not need to be a CPA or other certification), showing the condition of the Club at the end of its most recent financial year
  17. Ensure the funds of the Club are kept in a financial institution and are withdrawn or paid out only on the signatures of the Officers authorized by the Board.
  18. Prepare a brief written report for distribution to all members in advance of the AGM and for presentation at the AGM

6.5           Harbour Master & Grounds Officer shall:

  1. The objective of this Officer position is not to do all the work; but to ensure members (including newer members) participate and assist
  2.  Plan and coordinate the maintenance and repair of the grounds, beach, harbour, and docks; as well as the equipment including mowers, weed whackers, and, as may be appropriate, designate the person(s) to deal with the FSC owned outboard motor(s), and club boats
  3. Arrange for the efficient berthing and storage of all members’ boats and Club sail boats and equipment
  4. Ensure that the Secretary-Treasurer continues to maintain the “first-come first-served” list of keel boats that are waiting for a spot on the creek, if any
  5. Prepare a list of work that needs to be completed by the members at the Spring Clean Up weekend and at the Fall Close Up weekend; as well as ensuring the Secretary-Treasurer circulates that to all members well in advance so they can schedule attendance
  6. Post the signup sheet for people (those who have not paid the fee to exempt them from mowing) to register to take their turn to mow the grass (as per the Member Responsibility document); and ensure the Secretary-Treasurer sends an explanation and request for signup to all members by mid-May each year
  7. Prepare a brief written report for distribution to all members in advance of the AGM and for presentation at the AGM

6.6           Race Officer shall:

  1. Draw up the racing schedule and notify all members
  2. Oversee the operation of all races and regattas; or assign a designate to do so for each day
  3. Provide the race management personnel and equipment for all regattas, and to the extent possible find volunteers to officiate and time regular races
  4. Ensure the maintenance of all race management equipment, including race committee boat, marks, tackle, visual and sound signal equipment, and ensure Club awards and trophies are kept current and stored at the Club.
  5. Arrange (coordinated with the Secretary-Treasurer) for all FSC races/events to be sanctioned by Sail Manitoba so that the Sail Manitoba insurance coverage is in effect
  6. Post regular updates of race results, throughout the racing season, to the FSC website
  7. Prepare a brief written report for distribution to all members in advance of the AGM and for presentation at the AGM

6.7           Learn-to-Sail Officer shall:

  1. Plan and negotiate with Sail Manitoba for the boats and instructors, as may be needed, to carry out the Learn-to-Sail (LTS) Program of the Club
  2. Ensure adequate publicity and marketing of the LTS program; including but not limited to:
    1. In the Whiteshell Echo (two publications prior to the LTS dates)
    1. PR sheets with pictures in West Hawk Lake and Falcon Lake at businesses, bulletin boards, and other appropriate locations; potentially also at Fort Whyte
    1. Articles in additional publications such as the Wpg. Sun, &/or Free Press, the Sou-Wester; other municipal and regional publications, and on appropriate social media sites
    1. On the Club website
    1. Several notices about LTS to all Club members
  3. Organize the on-site activities with the Sail Manitoba instructors, participants, and ensure all FSC boats are prepared well in advance, as needed  
  4. Supervise the operation of all LTS schools
  5. Account for all moneys expended in regard to the LTS Program to the Secretary-Treasurer
  6. Prepare a brief written report for distribution to all members in advance of the AGM and for presentation at the AGM

6.8           House & Social Officer shall:

  1. The objective of this Officer position is not to do all the work; but to ensure members (including newer members) participate and assist
  2. Arrange for the good housekeeping of the Club premises
  3. Ensure appropriate beverages (& other items) are kept stocked in the FSC fridges
  4. Organize and manage the social events of the Club by having many members participate in preparations, cooking, clean-up or other work related to each event
  5. Ensure adequate publicity for each event, especially to newer members, by preparing the appropriate information and having the Secretary-Treasurer distribute it to the membership
  6. Account to the Secretary-Treasurer for all moneys expended in regard to Club social events and Club canteen
  7. Prepare a brief written report for distribution to all members in advance of the AGM and for presentation at the AGM

6.9           Member Engagement and Promotion shall:

  1. Recruit FSC members and non-members to a Member Recruitment committee, including a variety of demographics and perspectives among the members of the committee
  2. Develop strategic plans for increasing the membership of the FSC and bring them forward for approval by the Board
  3. Develop action plans
  4. Ensure the preparation of timely articles for inclusion in the Porthole, Whiteshell Echo and other suitable publications (as listed in the duties of the Learn-to-Sail Officer in 6.7 above) to promote the Club and particularly the Learn to Sail Program (coordinated with the Learn-to-Sail Officer).
  5. Prepare a brief written report for distribution to all members in advance of the AGM and for presentation at the AGM   

6.10       Web Master and Communications Officer shall:

  1. Develop and maintain the FSC website to successfully inform members and cause them to participate in FSC activities
  2. Provide information and material on the website to encourage non-members to become members
  3. Prepare a brief written report for distribution to all members in advance of the AGM and for presentation at the AGM

7.0          MEETINGS

  1. The conduct of all Meetings shall be governed, so far as applicable, by the rules of Parliamentary Procedure.
  2. All Annual General Meetings of the Club shall be called by a written notice addressed to all members and sent by electronic means at least twenty-one (21) days before the meeting.
  3. At all Annual General Meetings, each full Member in good standing shall have one vote. Any such member who is unable to attend the meeting may delegate as proxy, in writing, either the Secretary-Treasurer or another Director. The Commodore, as presiding officer, shall not vote, except, to break a tie.
  4. The quorum at any Annual General Meeting shall not be less than twenty per cent (20%) of all Members entitled to vote. A majority vote, with the Commodore not voting unless to break a tie, shall apply. Proxy votes sent to the Secretary-Treasurer more than 24 hours in advance of a meeting are authorized.
  5. The Annual General Meeting of the Club shall be held each Fall to:
  6. Receive the Minutes of the last AGM and Special General Meeting if held
  7. Receive the written Reports of each Officer
  8. Receive the Financial Statement to-date of the current year activities
  9. Receive the report of last year’s auditors (does not need to a CPA or any other designation)
  10. Appoint at least one, and preferably two members of the Club, not on the Board, as auditors to examine the Secretary-Treasurer’s accounts for the coming year
  11. Elect the Officers of the Club
  12. Review and approve, if so decided, any changes to the Bylaws (which as noted in Clause 10 below, require an approval vote of two-thirds of the Members present, and entitled to vote, to be changed), and
  13. Transact such other business as may properly come before it.
  14.   Special General Meetings of the Club may be called at the discretion of the Commodore, or the Board, or upon the written request of ten Members sent in writing to the Secretary-Treasurer. The business to be transacted thereat shall be clearly stated in both the requisition and the notice of meeting. No business shall be transacted except that stated in the notice. The quorum and voting rules of the Annual General Meeting shall apply at the Special General Meeting.
  15.   Meetings of the Board of Directors shall have a minimum notice period of one week (electronic notice is satisfactory); with a quorum of the Commodore, or the Vice-Commodore as delegate, and three other officers. A majority vote, with the Commodore, or the Vice-Commodore as delegate, not voting unless to break a tie, shall apply. Proxy votes sent to the Secretary-Treasurer more than 24 hours in advance of a meeting are authorized.

8.0         FINANCE and AUDITORS

  1. The Club year and financial year shall be the calendar year.
  2. All Club dues/fees and charges are payable by members before May 15 of the current year. Members paying late (i.e. after May 15) may be charged a late fee as specified by the Board. Membership fees shall be established by the Board of Directors as they see fit.
  3. Any matter involving:
    1. The disbursement of over four thousand dollars ($4,000) or sale of any Club asset valued at $4,000 or more,
    1. The raising of funds by direct assessment of Full Members for an extraordinary project, or
    1. The general financial policy of the Club,

shall, after approval by the Board, be brought for consideration and final approval of an Annual General Meeting or a Special General Meeting of the Club.             

  1. Appoint auditors, as per clause 7.5 above.

9.0         NOMINATION AND ELECTION OF DIRECTORS/OFFICERS

  1. The election of the FSC Directors/Officers shall take place by secret ballot at the Annual General Meeting.
  2. Only full Members in good standing shall be eligible to be nominated for, or accept nomination to, any elected position on the Board of the Club.
  3. The Board, upon the reminder notice of the Secretary-Treasurer shall, in July of each year, appoint a Nominating Committee consisting of the Past-Commodore as Chair, and two other Members, whose duty it shall be to select and nominate candidates for election at the next Annual General Meeting. If the Past Commodore is unable to act as committee Chair, the Vice-Commodore shall act fill that committee position.
  4. Members of the Board, as well as members of the Nominating Committee, shall be available to Members who may wish to make suggestions or to ask advice regarding nominations. Notice of the nominations proposed by the Nominating Committee shall be given to the Secretary-Treasurer, in writing in sufficient time that these nominations shall be notified to the membership with the notice of the Annual General Meeting in advance as specified in Article 7.2.
  5. All nominations (other than by the Nominating Committee) must be made in writing, signed by the nominators and accompanied by the written consent of the nominee to serve if elected.
  6. Any group of five Members may nominate one candidate for each of any office. All such nominations must be filed in writing (as specified in the bullet above) with the Secretary-Treasurer no later than 24 hours before the beginning of the Annual General Meeting.
  7. If, for any reason, following the closing of nominations and prior to the election there is no valid nomination for any officer’s position, the Board may, by formal resolution, nominate a member, or members, to stand for election, in addition to any nominations presented by the Nominating Committee. In such cases, notices of any such nomination shall be read to the members at the Annual General Meeting immediately prior to the election of Directors/Officers.
  8. The Directors/Officers so elected shall take office on the first day of January of the next year.

10.0     AMENDING BYLAWS

These By-Laws, or any portion of them, may only be amended, added to, or repealed by a vote of two-thirds of the Members present, and entitled to vote, at an Annual General Meeting or a Special General Meeting of the FSC Members. The text of any proposed bylaw change shall be circulated with the notice calling the meeting.

11.0     INDEMNIFICATION OF BOARD OF DIRECTORS/OFFICERS

FSC shall indemnify each Director/Officer for the defense of civil actions or proceedings related to their activities undertaken in their role as a Director/Officer of the FSC, other than intentional illegal acts.

As of September 24, 2023