CONSTITUTION
OF THE
ERC SAILING CLUB
ARTICLE I - NAME
This organization shall be known as the ERC Sailing Club, hereinafter referred to as the Club. The ERC Sailing Club is a member of the Eastman Chemical Companies’ Eastman Recreation Clubs, hereinafter referred to as the ECC and ERC, respectively.
ARTICLE II - PURPOSE
The Club will promote the sport of sailing. It will teach safety and seamanship, sponsor outings and encourage the exchange of information among members.
ARTICLE III - OFFICERS
Officers shall consist of President, Vice President, Secretary-Treasurer and Immediate Past President. A Recreation Representative will be appointed by management of ERC.
ARTICLE IV - MEMBERSHIP
Section 1 - Club membership shall be limited to employees of Eastman Chemical Company, approved Eastman Contractors and Retiree's of Eastman Chemical Company/Kodak and Holston Defense Corporation.
Section 2 - No person other than specified in Section 1 can participate as a member of the club with the exception of dependents who will participate as "associate members". The "associate member" cannot vote or hold an elected office in the Club. Membership in ERC is a prerequisite to membership in the Club. Grandchildren are not eligible for membership.
Section 3 - Termination of employment (Eastman Chemical Company retirees excluded) in any of the companies shall act as termination of membership in the Club and shall operate as a release of all rights, title, and interest in the property, effects and assets of the Club.
ARTICLE V - MEMBERSHIP PRIVILEGES
Section 1 - Voting privileges and holding an elected office are restricted to employee and retiree members of the Club.
Section 2 - Associate members may participate in all club activities other than voting and holding an elected office.
ARTICLE VI - DUES
Dues for members and associate members shall be $2.00 per year payable after January 1 of each year.
ARTICLE VII - MANAGEMENT
Section 1 - The Management shall be vested in the Executive Committee, which shall be composed of the elected officers, the Immediate Past President and any appointed committee heads. The Committee shall have control of the Club affairs with full power to act for it in all matters. The management of ERC or a majority of the Club membership may overrule the Executive Committee on any matter.
Section 2 - The Executive Committee with the Recreation Representative shall hold meetings as required to make such rules and regulations for the guidance of the members of the Club as are deemed necessary and are not herein determine.
ARTICLE VIII – QUORUM - Three members of the Executive Committee, including at least one elected officer, shall constitute a quorum for said meeting; in the absence of a quorum the meeting shall adjourn to a later date.
ARTICLE IX - CONTEST AND ENTERTAINMENT
All activities of the Club shall be conducted under the direction and with the permission of the Facilities Representative, Recreation or his/her designate.
ARTICLE X RESIGNATIONS
Resignation of members or officers remaining in the employ of the Company shall be submitted in writing to the Recreation Representative. Termination of employment (Eastman Chemical Company retirees excluded) from the Company shall be considered notice of resignation.
ARTICLE XI - REMOVAL OF OFFICERS OR MEMBERS
Any officer or member may be removed by a three-fourths vote of the full Executive Committee meeting.
The officer or member being removed must be notified prior to the Executive Committee meeting.
BY-LAWS
OF THE
ERC SAILING CLUB
ARTICLE I - DUTIES AND POWERS OF CHIEF EXECUTIVE OFFICER
President: The President shall preside at all meetings of the Club. He/she shall be an ex-officio member of all committees. He/she shall sign such papers that result from business transacted at any regular or special meeting of the Club, which in his/her judgement, are desirable and in the best interest of the Club. He/she may require such reports from the Secretary-Treasurer and all or part of standing committees which, in his/her judgement, are necessary and shall perform other duties incident to his/her office.
ARTICLE II - DUTIES AND POWERS OF OTHER OFFICERS
Section 1 - Vice-President: The Vice-President shall perform the duties of the President in case of absence, the resignation, or the inability of the latter to act. He/she shall serve as Chairman of the Program Committee and is responsible for arranging programs of interest to club members pertaining to Sailing. He/she shall perform other duties which may be assigned from time to time by the President.
Section 2 - Secretary-Treasurer: The Secretary-Treasurer shall keep all necessary records (minutes) of the meetings of the Club and shall sign such papers as may be directed by the President; shall issue notice, in writing, to the Recreation Representative announcing the meetings of the Club and the list of nominees selected by the Nominating Committee; shall keep records of all monies received and paid out by the Club and shall issue a financial report to the Executive Committee and Club members as necessary; shall order such equipment as may be needed by the Club or its members, with approval of the Recreation Representative and shall perform other duties which may be assigned from time to time by the President.
Section 3 - Immediate Past President: The Immediate Past President, being the most Immediate Past President who is still a current Club member and is not currently serving as an elected officer, shall be a member of the Executive Committee and perform duties which may be assigned from time to time by the President.
ARTICLE III - DUTIES AND POWERS OF COMMITTEES
Section 1 - There shall be an Executive Committee which shall consist of the elected officers, the immediate Past President, and any appointed committee heads. The Executive Committee shall be the governing body of the Club and shall make any and all decisions. The Executive Committee shall work closely with the Recreation Representative and shall abide by all decisions of the Facilities Representative, Recreation and/or ERC Staff Team.
Section 2 - There shall be a Nominating Committee which is appointed by the President, and which shall consist of three club members, one of whom shall be a member of the Executive Committee and shall serve as committee head. This Committee shall provide at least one nomination for each office listed in Article III of the Constitution which is filled by election. This list of nominees shall be given to the President and Secretary-Treasurer prior to October 1. It shall be the duty of this Committee to obtain the consent of the proposed nominees before entering their names on the ballot.
Section 3 - The Education Committee shall be headed by an Education Chairman who shall be appointed by the Executive Committee. The Committee will be responsible for developing programs designed to benefit all levels of sailing experience as well as any other duties assigned from time to time by the President.
Section 4 - The Safety Committee shall be headed by a Safety Chairman who shall be appointed by the Executive Committee. The Committee will be responsible for working with the Program Committee to make sure that all possible safety practices are adhered to during club activities as well as any other duties assigned from time to time by the President.
Section 5 - The Activities Committee shall be headed by an Activities Chairman who shall be appointed by the Executive Committee. The Committee will be responsible for organizing off-site activities for members as well as any other duties assigned from time to time by the President.
Section 6 - All committees not otherwise provided for in these By-Laws shall be created from time to time by the President.
ARTICLE IV - MEETINGS
Section 1 - Regular meetings shall be held with the time and place to be decided by the Executive Committee. Special meetings shall be called by the President or upon the written request to the President of any five members of the Club. Notices shall be sent to all members informing them of the special meetings and the business to be transacted. Such notices shall be so sent that in the ordinary postal delivery they shall arrive at least twenty-four hours before the time therein set for the meeting. Only such business as is designated in the said place shall be transacted at such special meetings.
Section 2 - Members present shall constitute a quorum for the transaction of business for regular and special meetings.
Section 3 - The Executive Committee shall meet upon due notice at such times and places as may suit its convenience upon call of the President or upon request of a majority of the Committee members. The order of business shall be such as the committee provides from time to time.
Section 4 - Robert's Rules of Order shall govern all meetings.
ARTICLE V - ELECTION OF OFFICERS
Section 1 - The President and Secretary-Treasurer shall be elected for a term of two years beginning January 1, 1983; the Vice-President shall be elected for a term of one-year beginning January 1, 1983, and thereafter the Vice-President shall be elected for two year terms. This will result in the President and Secretary-Treasurer being elected in odd numbered years and the Vice-President in even numbered years, all for two-year duration. Elected officers shall appoint the Standing Committee Heads for a term of one calendar year beginning January 1 of that year.
Section 2 - The election of officers shall be by mailed ballot, (optionally by electronic means).
ARTICLE VI - VACANCIES OF OFFICERS
Section 1 - In the case of absence, death or inability of the President to perform the duties of his/her office, his/her position shall be filled by the Vice-President. In the case of absence, death, or inability of both the President and Vice-President to assume the office of President, the office of President shall be filled by election. The date of this election shall be specified by the Executive Committee, with the Vice-President presiding. If the Vice Presidency is also vacant, the Immediate Past President shall preside until said election is held.
Section 2 - Whenever any vacancy shall occur among the officers or the Executive Committee, other than that described in Article VI, Section 1 of the By-Laws, the vacancy shall be filled by the committee at the next meeting. Vacancies on the Executive Committee shall be filled from members of the Club and the members so designated shall hold office until the next regular election. If that election is not the regularly scheduled election for that office as described in Article V, Section 1 of the By-Laws, then the replacement officer shall be elected for a one-year term.
Section 3 - Absence from three consecutive meetings, regular or special, of the Committee without satisfactory excuse shall be deemed sufficient cause for declaring a vacancy.
ARTICLE VII - AMENDMENTS TO CONSTITUTION AND BY-LAWS
To amend this Constitution or By-Laws the proposed amendment must be subscribed to by twenty-five percent of the membership and presented by them to the Recreation Representative, who shall bring it before the Executive Committee at the next meeting thereafter. In case the committee, by a three-fourths vote of the full committee, recommends its passage, the Recreation Representative shall immediately send a copy of the amendment to the Club members, stating the time when it will be submitted for a letter ballot. Such time shall not be less than one or more than four weeks from the date of approval by the committee. For passage the amendment must receive the affirmative vote of at least three-fourths of all those voting.
ARTICLE VIII - LIABILITY
Eastman Chemical Company or the Eastman Recreation Club is not liable for any accidents that might occur in any of the Club activities.
ARTICLE IX - PROPERTY RESPONSIBILITY
Damage to the property of the Club, other than ordinary wear and tear, shall be paid by the member, or members causing it. If and when said Club ceases to function, all property becomes the property of ERC.
ARTICLE X - EXPENDITURES
At least two officers of the Club must authorize any expenditure before forwarding to the Recreation Representative for approval. If any officer of the Club has questions about the expenditure, he/she should contact their Recreation Representative. Expenditures of funds are not to be committed prior to approval.
ARTICLE XI - DISSOLUTION
Upon the dissolution of the Club and the discharge of its debts and the settlements of its affairs, any funds and properties of the Club remaining thereafter shall become the property of the Eastman Recreation Club.