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Constitution and ByLaws of the Connecticut Sea Kayakers Association Inc.


  1. Name
    1. The name of the organization shall be "Connecticut Sea Kayakers Association, Inc." (hereinafter, "ConnYak" ).
  2. Statement of Purpose
    1. To encourage and support the enjoyment and appreciation of sea kayaking and related activities
    2. To facilitate on-the-water excursions by providing a means for members to network and paddle together.
    3. To develop and promote knowledge and practice of sea kayaking, including but not limited to water safety and paddling techniques, by facilitating the sharing of information and experiences by members and/or by sponsoring speakers, instructional programs, clinics and resources for practicing skills.
    4. To provide members with access to information on available kayaking options in Connecticut, kayaking gear, kayaking techniques, boat building and design, and other resources related to sea kayaking, through the maintenance of a presence on the world wide web and a library of print, video and other materials.
    5. To educate members and the general public on the importance of protecting the environment and making better use of our natural resources.
  3. Membership Requirements
    1. Any person may join ConnYak without regard to race, creed, color, national origin, gender or sexual orientation.
    2. A membership shall consist of all members of a household who have submitted a membership application and paid annual dues for the current calendar year.
    3. Up to two adults per household are entitled to vote in club matters. An "adult" is any person who has reached his or her sixteenth (16th) birthday.
  4. Admission to Membership
    1. Any person may be admitted to membership in ConnYak upon submitting an application to the Membership Chairperson and paying a full year's dues. Dues paid after November 1 shall be applied to the remainder of the year they are paid in, plus the complete following year.
    2. Dues will be set by the Executive Committee.
    3. The membership year shall be from January 1 to December 31.
    4. Membership shall be terminated:
      1. automatically in the event dues for renewal have not been paid within sixty (60) days of the beginning of a membership year, or
      2. by an affirmative vote of at least three-fourths (3/4) of the full membership of the Executive Committee, which shall have absolute discretion to terminate membership for cause. Without limiting that authority, any member engaging in activity that (1) brings discredit upon ConnYak or (2) endangers others, may have his or her membership immediately terminated by action of the Executive Committee.
  5. Meetings
    1. Regular Meetings of ConnYak shall be announced at least ten days in advance and held monthly from November through April.
    2. The January meeting shall be the Annual Meeting at which officers will be elected.
    3. A Special Meeting can be called by three officers, or by a signed petition of twenty-one (21) members or one-third (1/3) of the total membership, whichever is less.
    4. For all Regular and Special Meetings of ConnYak, including any meeting convened to amend these By-Laws, a quorum shall consist of eleven (11) voting members or one-fifth (1/5) of the total membership, whichever is less.
  6. Officers
    1. The officers of ConnYak shall be President, Vice President, Secretary, and Treasurer.
    2. Officers shall be members of ConnYak elected at the Annual Meeting and shall take office at once. The term of office shall be one year.
    3. A Nominating Committee shall be appointed at the November meeting. Its responsibility shall be to submit a list of nominees for the various offices, including Members At Large of the Executive Committee. The list of nominees shall be published on the web site no less than two weeks before the Annual Meeting. These nominees, and any others who are nominated from the floor at the Annual Meeting, will become candidates for election to the various offices.
    4. Members may vote for officers at the Annual Meeting or by proxy delivered in writing or electronically prior to the date of that meeting.
    5. Officers can be removed from office with or without cause by a two-thirds (2/3) vote taken at a Regular or a Special Meeting provided notice of the vote has been given on the web site no less than two weeks prior to that meeting, or by other communication addressed to all of the members.
    6. Duties of the Officers.
      1. The President shall:
        1. preside at all meetings of ConnYak.
        2. chair the Executive Committee.
        3. appoint chairpersons to all standing and special committees (except under special circumstances, no one person shall be appointed to chair more than one standing committee at a time.)
        4. supervise all activities of ConnYak and insure that they are legal and constitutional.
      2. The Vice President shall:
        1. assist the President in any way he/she may request.
        2. discharge the duties of the President in his/her absence.
      3. The Secretary shall:
        1. record the minutes of all regular and special meetings and make a summary available to members on the website.
        2. record the minutes of the meetings of the Executive Committee.
        3. discharge the duties of the President in the absence of the President and Vice President.
      4. The Treasurer shall:
        1. keep a record of the accounts of ConnYak.
        2. accept all receipts and pay all expenses of ConnYak.
        3. prepare monthly balance sheets and income statements. These reports shall be distributed to the Executive Committee and a summary of the most recent report read at all regular meetings of ConnYak. A copy of the year-end balance sheet and income statement shall be given to the Secretary for inclusion in the minutes. ConnYak's fiscal year shall begin on January 1 and end on December 31.
        4. complete and file annual federal and state tax returns.
        5. discharge the duties of President in the absence of all other officers.
  7. Standing Committees
    1. The Executive Committee shall:
      1. be chaired by the President of ConnYak and consist of all other officers, the chairpersons of all standing committees, the chairpersons of all active special committees, and all active past presidents who desire to remain on the Executive Committee. The Executive Committee may also include a maximum of three Members At Large elected at the Annual Meeting from the membership to participate in the work of the Executive Committee.
      2. be responsible for supervising the affairs of Connyak to comply with legal, tax and insurance requirements.
      3. be responsible for setting rules for participation in club activities such as paddles, events and use of the website, however, it may delegate all or part of this responsibility to a Standing Committee appointed by the President for such purpose.
      4. appoint officers to fill unexpired terms.
      5. meet at least four times per year at a place and time designated by the President. The Executive Committee may meet in person, via conference call or other comparable means. Five members of the committee shall constitute a quorum.
      6. allow non-committee members to attend committee meetings upon request to the President as interested spectators. They will have no vote but may ask questions when recognized by the chair.
    2. The Membership Committee shall:
      1. consist of a Chairperson and as many members as needed, recruited by the Chairperson.
      2. keep a membership roster.
      3. handle all membership inquiries.
    3. The Web Page Committee shall:
      1. consist of a Webmaster (chairperson) and as many assistants as needed, recruited by the Webmaster.
      2. maintain a Connyak presence on the World Wide Web.
      3. be responsible for setting rules and guidelines for contributions to the web site
    4. The Library Committee shall:
      1. consist of a Librarian (chairperson) and as many members as needed, recruited by the Librarian.
      2. maintain a library of print and other media related to sea kayaking for circulation amongst the membership.
  8. Special Committees
    1. A Nominating Committee shall be appointed at the November meeting. Its responsibility shall be to submit a list of nominees for the various offices, and also Members At Large of the Executive Committee. The list of nominees shall be published on the web site no less than two weeks before the Annual Meeting. These nominees, and any others who are nominated from the floor at the Annual Meeting, will become candidates for election to the various offices.
    2. An Audit Committee may be appointed by the Executive Committee. Its responsibility shall be to audit the accounts and supplies of Connyak and report its findings.
    3. Other special committees may be appointed by the President as needs arise.
  9. Conflicts of Interest
    1. Whenever an officer or a member of the Executive Committee has a financial or personal interest in any matter coming before the officers or the Executive Committee, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion of, lobbying for, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested officers or members of the Executive Committee determine that it is in the best interest of ConnYak to do so. The minutes of meetings at which such votes are taken shall record such disclosure, the abstention and the rationale for approval.
  10. Indemnification of Officers and Members
    1. ConnYak shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, committee chairperson, committee member or other volunteer against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of ConnYak; and further provided that any compromise or settlement payment shall be approved by a majority vote of members of the Executive Committee who are not at that time parties to the proceeding.
    2. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
    3. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
    4. This Article constitutes a contract between ConnYak and the indemnified officers, committee chairpersons, committee members and other volunteers. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, committee chairpersons, committee members or other volunteer under this Article shall apply to such officer, committee chairpersons, committee members or other volunteer with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
  11. Dissolution and Disbursement of Properties
    1. In event of the dissolution of ConnYak all of its assets will be donated to the Friends of Outer Island or, upon a vote of the members at a Special Meeting convened for the purpose, to any other not-for-profit organization(s) with a mission or missions that benefit sea kayakers in Connecticut.
    2. Under no circumstances will any of ConnYak's assets upon dissolution be rdistributed to members or other individuals.
  12. Amendments
    1. This document may be amended by:
      1. announcing the proposed amendment on the web site or by other communication addressed to all of the members not less than two weeks before each of two consecutive meetings
      2. reading the amendment(s) at the meeting following the first announcement, provided a quorum is present, and passing the amendment(s) by a two-thirds (2/3) majority taken at the second meeting following the announcement, provided a quorum is present, such vote to include proxy votes delivered in writing or electronically prior to the date of that meeting.

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