Approved 24Aug14
LBYC BYLAWS
PURPOSE
The purpose of the Lake Beulah Yacht Club (Club) shall be to promote and encourage the Sport of sailing.
1. To support and sponsor Club sailboat racing and regattas on the waters of Lake Beulah.
2. To support associations involved in the regulation or promotion of the sport of sailing.
3. To promote the sportsmanship, good fellowship and volunteerism which are the natural result of the activities supported and sponsored above.
NOTE: Sailing associations include but are not limited to U.S. Sailing, ILYA, WYA, NCSSA, MCSC and USODA.
ARTICLE I
OFFICES
The principal office of the Club shall be located at N9220 East Shore Road in the Town of East Troy in Walworth County in the State of Wisconsin. The Club may have such other offices as the Board of Directors may designate or as the interests of the Club may require from time to time.
ARTICLE II
A. MEMBERSHIP
1. New membership in the Club shall be by invitation from the Board only to those owning or renting property in the immediate proximity of Lake Beulah.
2. Applicants must be sponsored by two current members of the Club and approved by the Board of Directors of the Club.
3. Membership cannot be assigned or transferred. In the event of divorce, both spouses are eligible for separate membership.
4. Active military personnel who at the time of his/her induction into the military and are members in good standing of the Club shall be relieved from payment of dues until his/her return from such service to civilian life.
5. Children or Grandchildren of a Member in Good Standing or within 10 years of the termination of their parents or grandparents membership are eligible to become members and are exempt from proximity requirements
6. Classes of Membership
a. Family memberships shall consist of a person 35 years or older as of January 1 of the current year and his or her spouse or partner living in the same household and his/her/their children that have not attained age 25 on or before January 1 of the current year. Dues are set by the Board.
1. This membership shall have one vote, per spouse or partner. At any regular or special meeting at which either person is present or upon a vote by written ballot, each may cast one vote.
2. All membership privileges shall be bestowed.
3. Dues, initiation fees, if applicable, and assessments are all leviable.
b. Adult membership shall consist of a single person 35 years or older who does not have any children 24 years old or younger. Dues shall be 60% of Family membership dues.
1. This membership shall have one vote.
2. All membership privileges shall be bestowed.
3. Dues, initiation fees, if applicable, and assessments are leviable.
c. Junior membership shall consist of a person 25 years old but not 35 as of January 1 of the current year and his or her spouse and his/her/their children. Dues shall be 20% of Family membership dues.
1. This membership shall have one vote per spouse. At any regular or special meeting at which either person is present or upon a vote by written ballot, each person may cast one vote for or against a matter brought to the membership for a vote.
2. All membership privileges shall be bestowed.
3. Dues and assessments are all leviable.
4. A Junior member who does not otherwise qualify for the waiver of the initiation fee must pay the initiation fee the year he/she/they turns 35. However, 100% of any dues previously paid by the Junior member will count toward the initiation fee.
d. Youth membership shall consist of a person who has not attained age 17 as of January 1 of the current year. Dues shall be 20% of Family membership dues.
1. This membership is exempt from the proximity requirements but has no vote.
2. They shall be eligible to compete in sailing events, receive awards, and attend specified social events.
3. Dues are leviable but they are exempt from initiation fees and assessments.
e. Crew membership shall consist of a person, other than a Youth member, whose membership is only for the purpose of crewing in a sanctioned LBYC fleet and is not subject to any age or residency restriction. Dues shall be 20% of Family membership dues.
1. This membership is exempt from the proximity requirements but has no vote.
2. They shall be eligible to compete in sailing events, receive awards, and attend specified events.
3. Dues are levied but they are exempt from initiation and assessments.
4. After 5 years or more of continuous membership, they are eligible to apply for a single or family membership with the initiation fee being waived if they meet requirements of Article II, Section A.1. and 2.
f. Senior membership shall consist of a person and his or her spouse or partner who both have attained age 70 as of January 1 of the current year. The member(s) must have been a member(s) in good standing for 5 years prior to applying for senior membership. Single dues shall be 30% and couple dues shall be 55% of family membership dues.
1. This membership shall have one vote per person. At any regular or special meeting at which either person is present or upon a vote by written ballot, each person may cast one vote.
2. All membership privileges shall be bestowed.
3. Dues are leviable.
g. Subscribing membership is available to those who live greater than 100 miles from Lake Beulah but who may occasionally visit the lake and would like to participate in club activities during those occasional visits. Two types of situations describe subscribing members:
i. A person, and his or her spouse or partner living in the same household and his/her/their children that have not attained age 25 as of January 1 of the current year who is a child or grandchild of a Member in good standing.
ii. Member in good standing for at least 5 years prior to applying for this membership. Dues shall be 20% of family membership dues.
1. This membership has no vote.
2. All membership privileges shall be bestowed.
3. This membership shall be exempt from initiation fees and assessments.
7. Member in Good Standing
a. Is current on his/her financial obligations to the Club.
b. Is in a membership class that has voting rights.
c. Is not currently under suspension as a result of a disciplinary action, i.e. a Club member whose conduct or actions were injurious or prejudicial to the Club or at variance with its purpose, Bylaws, or established rules.
8. Initiation fees, Assessments, Dues and Yacht Registration
a. The Board shall in each calendar year establish an initiation fee, dues, and yacht club registration fees.
b. The new member initiation fee amount shall accompany the membership application.
c. The initiation fee is waived for all new members whose parents or grandparents are members in good standing at the time of their application or within 10 years of the termination of their parents or grandparents membership.
d. The initiation fee will be waived for all former members who re-apply for membership within 10 years of their termination of their membership.
e. Dues are payable March 1 or each year.
f. Any member in arrears after June 1 may be suspended. The suspension will be terminated upon payment of all dues in arrears.
g. Yacht registration fees are to be paid before the first scheduled race. No points shall be awarded to any yacht competing in any race until membership dues and yacht registration fees have been paid.
h. Any assessment may be made if approved by more than 50% of the members present at a regular or special meeting after notice of the proposed assessment shall have been given to each member at least 2 weeks before such regular or special meeting called for the purpose of considering the assessment. Notice shall be by mail and shall include a ballot to be counted at such meeting.
9. Mooring, Storage, and Dry Sailing
a. A buoy, boat lift, pier, or other structure for the purpose of mooring a member’s yacht shall not be placed in the frontage of Lake Beulah Yacht Club without the permission of the Board and the payment of such fees as the Board shall determine.
b. The dry storage of yachts on the club grounds shall not be permitted except on a temporary basis in connection with a regatta, or pursuant to a written lease.
ARTICLE III
A. OFFICERS OF THE CLUB
1. The principal officers of the Club shall be:
Commodore Secretary Social Chairperson
Vice Commodore Treasurer House and Grounds Chairperson
Rear Commodore Past Commodore Yachtsman at Large
2. Duties
a. Commodore
1. Shall have general charge of the Club and conduct of its business.
2. Shall preside at meetings when present.
3. Shall appoint committees.
4. Shall act as Chairperson of the Board of Directors.
5. Shall serve as an ex-officio member of all committees.
6. Shall annually appoint a Yearbook Editor, Mainsheet Editor, Membership Chairperson, and LBYC Web Site Manager.
b. Vice Commodore (Sailing Commodore)
1. Shall assist the Commodore and shall perform the duties of Commodore in his/her absence.
2. Shall serve as the Sailing Commodore.
a. Shall chair the Sailing Committee.
b. Shall prepare the annual sailing calendar for all fleets
c. Shall assign Race Officials and scorers for all fleets and races.
d. Shall appoint the Fleet Captains for each fleet except for the C and MC fleets that shall elect their own.
e. Shall generally oversee all sailing events on Lake Beulah.
f. Shall preside over the Annual Skippers Meetings.
g. Shall prepare the sailing instructions for inclusion in the LBYC yearbook.
h. Shall maintain all equipment necessary for holding the club races.
i. Shall purchase racing awards.
j. Shall keep records of all awards presentations past and present and oversee the creation and maintenance of all the perpetual awards.
k. Shall appoint delegates to the WYA and ILYA with Board approval.
l. Shall appoint members to protest committees as needed.
m. Shall approve Club regatta racing instructions.
3. Shall accept any responsibilities assigned by the Board of Directors.
c. Rear Commodore
1. Shall serve as an assistant to the Vice Commodore.
2. Shall learn the duties of the officers of the Club.
3. Shall accept any responsibilities assigned by the Board of Directors.
d. Past Commodore
1. Shall serve in an advisory function to the Board.
2. Shall serve on the Finance and Long Range Planning Committee.
3. Shall chair the Memorials Committee.
4. Shall accept any responsibilities assigned by the Board of Directors.
e. Secretary
1. Shall attend all meetings of the Board and Club and keep minutes thereof.
2. Shall conduct all necessary correspondence and maintain the records of the Club.
3. Shall serve as the registered agent of the Corporation, if the Secretary is a resident of the State of Wisconsin. In the event that the Secretary is not a resident of the State of Wisconsin, one of the above listed officers, who is a resident of the State of Wisconsin, shall serve as the Registered Agent during the Secretary’s term of office.
4. Shall accept any responsibilities assigned by the Board of Directors.
f. Treasurer
1. Shall have charge of the responsible for all monies of the Club and maintain the financial
records.
2. Shall be authorized to disburse funds as provided at Article IV, Section A, Paragraph 12.
3. Shall sign all checks, drafts, or other money orders for the payment of money, notes, or other evidence of the indebtedness issued in the name of the Club.
4. Shall chair the finance committee.
5. Shall prepare an updated financial report for all Board meetings and the annual meeting of
the Club.
6. May, with the approval of the Board of Directors, appoint an Assistant Treasurer.
7. Shall be responsible for securing any external audit and tax return preparations as approved by the Board.
8. Shall be responsible for securing insurance to cover the Clubs assets and activities.
9. Shall accept any responsibilities by the Board of Directors.
g. Yachtsman at Large
1. Shall be an accomplished sailor, a former member of the board, or preferably a former commodore of the Club and serve in an advisory function to the Board.
2. Shall serve on the Sailing Committee.
3. Shall accept any other responsibilities assigned by the Board of Directors.
h. Social Chairperson
1. Shall prepare the Social Committee Responsibilities instructions and Bar Use Rules for the inclusion in the LBYC Yearbook.
2. Shall assign committee chairpersons and committee members for all social functions and prepare the listing of such for the LBYC Yearbook.
3. Shall make certain that all committee chairpersons fill out all function financial reports and turn all bills and monies over the treasurer in a timely fashion.
4. Shall be responsible for stocking the kitchen, bath, and bar supplies and may appoint assistants subject to approval of the board.
5. Shall, with the approval of the Board of Directors, update the LBYC Beverage and the club Rental Policies and ensure that these policies are being followed.
6. May, with the approval of the Board of Directors, hire bar employees.
7. Shall, with the approval of the Board of Directors, determine which member bartenders will be approved for licensing and for overseeing the club bar when it is opened.
8. Shall accept any responsibilities assigned by the Board of Directors.
i. House and Grounds Chairperson
1. Shall be responsible for the maintenance, repairs and improvements of the physical facilities of the Club
2. Shall, with the approval of the Board of Directors, hire facility employees.
3. Shall accept any responsibilities assigned by the Board of Directors.
j. Election of officers
1. Shall take place at the annual meeting of the Club.
2. Nominees for election shall be made from individuals who are members in good standing and who have been selected by the Nominating committee with Board approval.
3. Additional nominations shall be solicited from the floor.
4. Election of the officer shall be by voice vote in the case of only one candidate for the office.
5. In the case of more than one candidate for an office, a written ballot will decide the winner.
6. In the case of a tie vote, the nominees shall draw lots for the office and the membership will be informed of the results.
7. In the case of an extended absence by an Officer of the Club, the Board may appoint, by majority vote of the whole Board, an individual to fulfill the responsibilities of that office.
8. In the case of a vacancy of an office, the Directors, by majority vote of the whole Board, may appoint a successor to hold office until the Annual meeting.
ARTICLE IV
A. BOARD OF DIRECTORS
1. The management and control of the Club shall be vested in a Board consisting of the 9 Officers designated in Article III. Section A.1.
2. Four Directors shall be elected and progress as follows:
a. Rear Commodore shall serve 1 year in this position and then progress to Vice Commodore.
b. Vice Commodore shall serve 1 year in this position and then progress to Commodore.
c. Commodore shall serve 1 year in this position and then progress to Past Commodore.
d. Past Commodore shall serve 1 year in this position.
e. No person shall serve consecutive elected terms in these positions.
3. Three Directors shall be elected to a 3-year term with one elected each year.
a. Secretary shall have no natural progression to any other Board position.
b. Treasurer shall have no natural progression to any other Board position.
c. Yachtsman at Large shall have no natural progression to any other Board position.
d. No person shall serve more than 2 consecutive elected terms in these positions.
4. Two Directors shall be elected to a 2-year term with one elected each year.
a. House and Grounds Chairperson shall have no natural progression to any other Board position.
b. Social Chairperson shall have no natural progression to any other Board position.
c. No person shall serve more than 2 consecutive elected terms in these positions.
5. Eligibility
a. No Director shall serve on the LBYC Board for more than 7 consecutive years.
b. No married couples shall serve on the Club Board at the same time.
c. No person who is a Director of an organization which leases property from the Club shall serve as Director of the Club.
d. No person shall serve or continue to serve as a member of the Board who is an adverse party to the Club in any action, claim, proceeding, or litigation (interests adverse to the Club shall commence upon the receipt by the Club’s registered agent of a pending action, claim, proceeding, or litigation in which the Club is named a party).
6. Powers and Duties of the Board
a. It shall have all the powers and duties specifically conferred by the Articles on Incorporation and Bylaws.
b. It shall administer the affairs of the Club in such a manner as may be necessary, convenient, or proper in order to carry out its objectives and purposes.
c. It shall have the sole right to approve new Club members by an affirmative vote of at least 6 Directors of the Board.
d. It shall authorize contracts and provide for expenditures.
e. It shall establish and govern the sailing rules of the Club.
f. It shall approve policies and rules.
g. It shall periodically direct the preparation of a facility plan and make a report to the membership.
h. It shall periodically direct the preparation of a long range plan and make a report to the membership.
7. Disciplinary Powers of the Board
a. It shall have the sole right to discipline any Club member, including any member of the Board, for conduct or action injurious or prejudicial to the Club or at variance with its purpose, Bylaws, or established rules.
b. A disciplinary action by the Board again a Club or Board member shall be commenced in the following manner:
1. By an affirmative vote of 2/3 of the whole voting Board upon a motion properly before the Board.
2. Upon the receipt by the Commodore of a written complaint, and the whole voting Board, from an identified Club member setting forth conduct or action of the club member which the complainant believes to be injurious or prejudicial to the Club or at variance with its purpose, Bylaws, or established rules.
c. Following the commencement of a disciplinary action, the Board shall take any action it deems appropriate including, but not limited to, immediate disposition of the complaint, further
investigation of the complaint by the Board and offering the member an opportunity to address the Board regarding the conduct or action in question.
d. Upon a finding the Board that a Club member has conducted himself/herself or acted in a manner injurious or prejudicial to the Club, the Board may take, by an affirmative vote of 2/3 of the whole voting Board, such disciplinary action as it shall deem appropriate, including by not limited to censure of the member from the Club or the Board.
e. A motion to expel a member from the Club or the Board shall require the affirmative vote of 8 members of the Board then serving.
8. Removal of a Director from office by Club Members shall take place in the following manner:
a. The receipt by the Commodore of written complaint signed by 30 Club members setting forth conduct or action of the Director which the complainants believe to be injurious or prejudicial to the Club or at variance with its purpose, Bylaws, or established rules.
b. A hearing would be conducted by the Board and the Club members signing the complaint offering the Director an opportunity to address the hearing regarding the conduct or action in question.
c. Upon a 2/3 vote by the hearing members in attendance, e.g. 6 voting Directors and 20 of the petitioning Club members, that a Director has conducted himself/herself or acted in a manner injurious or prejudicial to the Club, a vote by the entire membership on expulsion would be conducted.
d. An action to remove a Director from office shall then require the affirmative vote of 2/3 of the Club’s membership present at the Annual or Special Meeting.
9. Voting
a. Each Director shall be entitled to one vote.
b. Proxy votes shall not be permitted.
c. Five members constitute a quorum.
10. Board of Directors meetings
a. Regular Board meetings shall be held generally every month at such time and place as shall be designated by the Commodore.
b. Special meetings of the Board shall be held upon the written or electronic request of the Commodore or at least 4 Board members with the purpose (s) specified.
c. Notice of all meetings shall be given at least 5 days in advance by written notice to each Director.
d. The participation of a Director at a meeting shall constitute a waiver of notice of such meeting.
e. Any action required or permitted by the Articles of Incorporation or Bylaws may be taken without a meeting if a consent in writing setting forth the action taken, shall be signed by all the Directors then in office.
f. Meetings may be conducted via telephone conference call or other electronic media.
11. Finances
a. The Board is responsible for the financial affairs of the Club and shall exercise good and prudent fiscal practices in the discharge of its responsibilities.
b. The Treasurer shall maintain books and records utilizing good accounting practices and prepare and distribute an annual financial report, which includes the Balance Sheet, Income Statement, and Cash Flow Statement, to the membership.
c. The fiscal year shall be the calendar year unless changed by the Board.
d. A reserve fund of up to 33% of the annual revenue may be established but anything over that amount can only be established with the approval by simple majority vote of the membership at a
special or regular meeting (in either case, monies in the fund are not to exceed an amount equal to 100% of the most recent operating budget).
e. The Commodore may approve expenditures of a capital nature below $1,000.
f. Expenditures of a capital nature greater than $1,000 must be approved by unanimous written consent or by at least 6 Directors of the Board at a regular of special meeting provided that the amount does not exceed 20% of the current year’s budget.
g. Expenditures of a capital nature exceeding the authority of the Board to spend must be approved by the affirmative vote of a simple majority of the membership of the Club at any regular or special meeting.
h. The Board may borrow an amount not to exceed 50% of the current year’s budget for a period not to exceed 180 days, for liquidity purposes.
i. An officer shall have the authority to make purchases of an operating nature providing they are within their Board approved operating budget.
j. All officers must have Board approval before exceeding their approved budget.
k. The Board may not purchase, sell, or otherwise transfer any of the Club’s real property (land and building) without the affirmative vote of 75% of the Club members.
l. The Board may not encumber the Club’s real property without the approval of a simple majority of the membership at a regular or special meeting but may renegotiate existing commitments to reduce interest expense, extend payments, or gain more favorable loan terms. Should the encumbrance be for a fixed period, with a Balloon Payment at the end, the Board is authorized to renegotiate a new loan for the amount of the balloon payment.
m. The Club shall not enter any contract or transaction in which a member of the Board or any entity controlled by such member has a material financial interest except under the following circumstances:
1. The relationship or interest is disclosed to the Board.
2. The contract or transaction is authorized or approved by a vote sufficient for the purpose without counting the votes of the interested Directors.
3. The contract or transaction is fair and reasonable to the Club.
ARTICLE V
A. STANDING COMMITTEES
1. Sailing Committee
a. Shall consist of the Vice Commodore, the Rear Commodore, the Yachtsman at Large, the Fleet Captains, a Principal Race Officer, and a Sailing School representative appointed by the Commodore.
b. Shall be chaired by the Vice Commodore and shall prepare the annual racing schedule, the Race Official’s schedule, and update the Sailing Instructions for approval by the Board.
2. Finance Committee
a. Shall consist of the Treasurer, Commodore, Past Commodore, and up to 2 Board approved members.
b. Shall be chaired by the Treasurer and shall annually prepare an Operating Budget to be presented to the Board for approval.
c. Shall review the audit report and any recommendations of the outside auditor and present their findings to the Board.
3. Nominating Committee
a. Shall consist of 3 members of the Board, including the Vice Commodore, appointed by the Commodore and approved by the Board.
b. Shall prepare the slate of candidates for approval of the Board and subsequent election at the annual meeting.
4. Long Range Planning Committee
a. Shall consist of at least three club members, including the Past Commodore and other members appointed by the Board.
b. Shall meet as necessary to plan, design and assess the potential costs of new projects, improvements and activities to be considered in the future for the betterment of the Club.
5. Facilities Committee
a. Shall consist of House and Grounds Chairperson and 2 other Club members appointed by the Board.
b. Shall periodically review the Club’s facilities, to make recommendations to the Board and to prepare the facility report to the membership.
6. Memorials Committee
a. Shall consist of the Past Commodore and 2 other Club members appointed by the Board.
b. Shall periodically review all proposals for an offer of a memorial and make recommendations to the Board for its consideration.
c. Shall work with the donor to ensure that the memorial is satisfactory to the donor and best suits the needs of the Club.
B. Auxiliaries
1. The Sidestays
a. Its purpose shall be:
1. To furnish trophies for the Weekday Class X series.
2. To support the Lake Beulah Yacht Club.
3. To support sailing activities on Lake Beulah.
4. To provide social activities for its members.
b. Shall operate under rules and procedures promulgated by such auxiliary.
c. In the event of the dissolution of this auxiliary, all cash in its accounts shall be transferred to LBYC accounts.
d. Its members must also be members of the Lake Beulah Yacht Club.
C. Other committees and auxiliaries
1. The Commodore may appoint other committees and auxiliaries as necessary.
ARTICLE VI
A. MEMBERSHIP MEETINGS
1. Annual Meeting
a. The Annual Meeting of the Club shall be on or near Labor Day.
b. Forty five voting members shall constitute a quorum.
c. The purpose of this meeting shall be to elect Club officers and to consider other proper business.
d. The Board of Directors shall designate the place of the meeting but the preferred place shall be the site known as the Lake Beulah Yacht Club.
e. The Secretary shall give a notice in the official newsletter or by mail stating the place, day and hour of the meeting to all members at least 10 days prior to the date of the meeting.
2. Special Meetings
a. Special Meetings of the members may be called by the Commodore, a majority of the Board of Directors, or by written request to the Secretary by 30 voting members.
b. Forty-five voting members shall constitute a quorum at a special meeting.
c. The Board of Directors shall designate the place of the meeting but the preferred place shall be the site known as the Lake Beulah Yacht Club.
d. A written notice stating the place, day, and hour of the meeting and the purpose or purposes for which the meeting is being called shall be given by the Secretary to all members at least 10 days prior to the date of the meeting.
B. Voting
1. Only Members in Good Standing shall be entitled to vote.
2. Proxy votes shall not be permitted.
3. Abstentions are non-votes and will not reduce either the count toward a quorum or the ratio of votes cast.
4. The Board of Directors may elect to have a written vote of all voting members of the Club by mail, hand delivered, or electronic ballot when circumstances are deemed warranted by a majority of the Board.
5. Mail ballots must be delivered to Commodore or Secretary prior to the meeting in order to be counted.
ARTICLE VII
A. Indemnification. Any Director of the Club made a party to any action, suit, or proceeding, civil or criminal, by reason of the fact that he/she is or was a Director, shall be indemnified by the Club ,against judgments, fines and other liabilities and settlements sustained as a result of, and reasonable expenses including attorneys’ fees incurred in connection with, the defense or compromise or settlement of any such action, suit or proceeding; provided that she/she shall not
be so indemnified with respect to any such action, suit, proceeding or settlement as to which he/she shall be adjudged to have breached or failed to perform a duty that he/she owes to the club.
B. Exceptions to Indemnification. No indemnification shall be made where the Director’s breach or failure to perform constitutes the following:
1. A willful failure to deal fairly with the Club or its members in connection with a matter in which the Director has a material conflict of interest.
2. A violation of the criminal law, unless the Director has reasonable cause to believe that his/her conduct was lawful or no reasonable cause to believe that his/her conduct was unlawful.
3. A transaction from which the Director derived an improper personal profit.
4. Willful misconduct.
5. Breach of a legally recognized fiduciary duty owed to the club.
C. Directors and Officers Insurance.
1. The club shall provide Directors and Officers insurance for all Club Officers and Directors.
ARTICLE VIII
A. Rules
1. General Rules
a. Policies and rules consistent with the Bylaws for the further governance of the Club may be adopted by the Board of Directors and may from time to time be amended by the Board.
b. The membership shall be informed of any such changes.
c. Rules and policies shall be reviewed annually.
2. Rules of order at ll meetings shall be governed by Roberts Rules of Order, latest edition, except in cases in which such rules are inconsistent with the Articles of Incorporation of the
Club.
B. Rules of Construction
1. Whenever the context so require or omits, any pronoun used in these Bylaws shall be deemed to be the corresponding masculine, feminine, or neuter from an singular form of any nouns or pronouns shall be deemed to mean the corresponding plural form thereof and vice versa.
2. Article and paragraph captions, headings and titles inserted throughout these Bylaws are intended as a matter of convenience only and in no way shall such captions, headings, or titles define, limit, or in any way affect the subject matter or any of the terms and provisions thereunder not the terms and provisions of these Bylaws.
3. In the event that any of the terms or provisions of these Bylaws are held to be partially or wholly invalid or unenforceable for any reason whatsoever, such holding will not affect, alter, modify, or impair in any manner any of the other terms or provisions or the remaining portion of any terms or provisions held to be partially invalid or unenforceable.
4. These Bylaws, as amended from time to time, shall be governed by the laws of the State of Wisconsin.
ARTICLE IX
A. Amendments and Revisions to the Bylaws
1. Amendments and Revisions to the Bylaws may be made when approved by a vote of 2/3 of the voting member’s votes cast at a regular or special meeting, provided that a quorum is present.
2. Amendments or Revisions shall be present in writing to the membership at least 10 days prior to any regular or special meeting of the membership.
3. Absentee mail ballots shall be permitted for an amendment of the Bylaws. Such ballots shall be requested from the Secretary of the Club.