Contents of this issue
Second issue: Stockholder or Association-Owned?
After a February Membership Meeting that found the officers a little unprepared (or shall we say mis-prepared: they printed the wrong version of the By-Laws!) the members present voted to defer action on the proposed changes to March 10.
Accordingly, a summary of the changes is in this issue of the Jib Sheet, and all voting members are urged to attend to vote on the changes on Wednesday, March 10, with the official meeting beginning at 7:00 PM.
A second proposal is being voted upon at the same time, to convert the Club from a stock-owned to an association-owned form of organization. A copy of this proposal, and some arguments “for” and “against” it are here.
The two items are not linked; the by-laws revisions and the organization conversion are separate issues.
This is your notice pursuant to the by-laws to attend this important meeting!
You will also want to review the articles in this Jib Sheet to get fully informed, so we can reduce explanation-time at the meetings, allowing more time for informed discussion.
March 10 St. Patrick's Party, March 24 Movie Party on Calendar
Attendance keeps growing at our monthly social events at the Club. Although we know of no official count, there must have been sixty on hand for the Membership Meeting/Mexican Fiesta on February 10. The party was headed by Steve and Diane Moore, and lots of other folks brought hors d'ouvres. Some were hot dishes: ask Mary Writer, who took a big gulp of some innocent-looking pale green sauce only to learn it was a fierce concoction directly from the pepper garden . . . Fortunately there was plenty of liquid around to quench the flames!
Now, to get March rolling in style, this month's hosts Rose and Bob Knudson offer an early St. Patrick's party on Wednesday, March 10 at 6:00PM with beer, corned beef and buns provided. And, of course, the agenda includes the important membership meeting at 7PM to vote on the by-laws and organizatioonal issues (see story above).
On March 24, also at 6:00PM, “Snacks and a Movie” will be the program, as members gather in the bar/lounge area in the Breakwater Restaurant for a sailing movie, augmented by beverage service, etc.
On April 9th, tentatively scheduled, is an exclusive Winemaker's Dinner at Mt. Baker Vineyards! For sixteen members only, this exclusive event will include a gourmet meal, tastings, tour, and other activities including transportation. Call Bob Knudson at 734-7756 for more details and reservations.
It is so neat to come in to the Club, see all the bills paid, and even better, see all of you members getting “turned on” by the activities around here!
Even better are those moments when I open the mail and find not just a renewal by a relatively-inactive member, but a contribution toward our new “Lifering Fund”. It's exciting to have folks that care so much about our Club give so generously; you'll see a story about it in this Jib Sheet.
It's no secret our Club was in a lot of trouble financially over the past few years; but now that corner is turned, and the by-laws changes will help us continue the trend. As you'll note, the officers are striving to give the Club more consistency, too. We're hopeful that the new, appointed secretary will help in this regard.
This volunteer will keep minutes of the Trustees' and Executive Committee meetings, and after a while, it is hoped, will be able to add some history to Club officers' and trustees' discussions. In return for this work, the board and officers have agreed to pay for the secretary's meals out of their own pockets and to let him or her fly the secretary's signal flag on their boat!
If you're interested in this job, call Chuck McCord at 384-0110. Please . . .
I'm hoping to see you at our meeting on March 10. We need your input into our plans for the BYC, and the issues that are coming up are important. Each of the by-laws changes, for instance, is the results of months and months of work by Vice Commodore Steve Moore; he really did bring the wrong revision (out of six) last month!
-- Joe Coons
The sailing fleet has announced its racing schedule for 1999. Fill out your calendars for an exciting season of fun for skippers and crews alike!
The Sailing Fleet Leadership has worked hard to make this schedule a good one. Plan to be a part of the action at the races in 1999. For more information contact Sail Fleet Captain Keith McLean, 676-1529.
On March 10, Members of the Club will vote on a number of changes to the By-Laws of the Club. Pursuant to the rules of the Club, the full text of these changes is posted on the wall next to the office door on the lower floor of the clubhouse; Members can get access any day Tuesday - Saturday between 10:00 am and 8:00 pm through the Breakwater Restaurant. Or, e-mail firstname.lastname@example.org for a complete e-mail copy.
Here is a summary of the proposed changes:
1. "Run by Volunteers" is added to our mission statement.
We are convinced that, to succeed, the Club must be volunteer-based, especially since we are no longer directly in the food-service business.
2. The office of Secretary is changed from elected to appointed.
The purpose of this change is to have a secretary who serves multiple terms, providing for greater consistency of information to the elected officers who serve only one year.
3. The office of Fleet Captain is changed from appointed to elected.
The purpose of this change is to give members a chance to determine who their Commodore will be four years later, since the Fleet Captain's position is the first of the "Chairs".
4. The "Racing Associate" membership is deleted.
This change was made because only a few persons took this status each year, and seldom matriculated to active (full) membership.
5. When a Member resigns, dues will be payable to the date the resignation is received.
This eliminates the problem of folks wanting to resign effective months ago, but getting our Jib Sheet and other services between the period for which they last paid dues and the date of resignation. This articulates the way things have been handled in the past; merely putting practice into writing.
6. The quorum for a Membership meeting shall be 25 voting members plus the presiding officer.
The old number was ten! This makes it less likely that someone will get something passed that isn't approved of by the majority, yet still lets a poorly-attended meeting with over 25 members get something done! The meeting notice provisions remain intact.
7. The number of Honorary Members is reduced from twelve to six.
As a smaller Club than before, we need to give away fewer memberships!
8. The Secretary will no longer be a voting member of the board but still has an officer's flag; the Rear Commodore/Treasurer will be the "second signature" on documents instead of the Secretary; three of the four flag officers excluding the Secretary must be boat owners.
These changes all reflect the changes in the Secretary's role.
9. The position of Judge Advocate is deleted.
For many years, our faithful Past Commodore Dan Olson has been Judge Advocate, doing many things to help our Club. However, specialization has caused us occasionally to seek the advice of others and it is unfair in these times to ask someone to voluntarily handle our legal work permanently. Dan concurs with this change.
10. Subsidiary Organizations (such as the Sailing Fleet, special events committees, etc.) must have all their financial transactions go through the Club's books and checking accounts.
This allows the Club to control its finances better, important because the Club's IRS and State tax numbers and reports cover all activities; it also allows us better control of members' dues usage, since budgeting is required for all Club expenditures.
11. All references to the Club General Manager are deleted.
We have not had a GM for several years!
12. The job of Assistant Treasurer is further defined for the purpose of financial control and auditing.
This is to be consistent with the way we are using a volunteer to assist the Treasurer.
13. Many minor typographical, grammatical, and numbering changes are made.
These changes "clean up" or clarify the text to make it clearer or consistent, without substantive change in governance or by-laws meaning.
Remember, you can review the complete text of the Bylaws as proposed and modified at the Club prior to voting at the meeting on March 10, or you can e-mail me at email@example.com for a complete file with the annotated changes.
A change from the present shareholder-owned corporate form of organization, to a voluntary association form (still a corporation) has been proposed for shareholder consideration at the March 10 meeting of the BYC. The proposed change eliminates the stock held by Active and Life Members, although Members would still hold the same classifications and have the same voting rights as before. Here is the proposal, and some of the arguments about it:
"Resolved that the Board of Trustees of the Bellingham Yacht Club shall take such steps as are necessary to re-organize the Club from its present form of a shareholder-owned corporation to a voluntary association. Under such plan, it is anticipated that:
The stock certificates of the present shareholders of the corporation in good standing would be cancelled, with all such shareholders automatically continuing as members of the association entitled to a vote as at present; and
The stock certificates of those shareholders not in good standing would be cancelled; and
In the event of dissolution of the Club, rather than distribution of proceeds to shareholders or members, the proceeds would be distributed instead to local established charities serving purposes similar to those of the Club.
It is understood that the legal details of this reorganization shall be as required by law, and that the Board of Trustees shall be free to implement this change as soon as practicable without further vote as to details by the shareholders, provided that such details shall not subvert the general intent of this resolution which is reorganization of the form of business only and cancellation of the stock certificates."
Some Arguments in Favor:
1) Although meaningful years ago, the stock value of $50 is now symbolic unless the Club assets are sold and the Corporation is dissolved.
2) In addition, through death and relocation, many of the Club shares cannot be accounted for: they are worth so little that few resigning members cash them in; even then, they are often turned in in lieu of overdue dues payments. The result has been that accounting for members' stock has been very difficult compared to the value to the Club.
3) Most other yacht clubs are voluntary associations: they have no individual ownership rights.
4) In the mid-'90's, the Club changed the rules for selling stock, requiring that rather than buying it back, new members would acquire it from turned-in shares. This has virtually never occurred. Most new members, in fact, don't care about owning stock, worrying about any liability that would come with such ownership.
5) This change therefore reflects reality, eliminates complexity, and keeps Members' rights intact.
Some Arguments Opposed:
1) Stock is a clear representation of a Member's investment. It gives us pride in our investment in the building and our Club. Although symbolic, it is important even though we probably will never dissolve, nor will we ever individually reap any gain from it.
2) Each Member's stock represents their ownership in the Club. Let's see if only those members who want it, can buy it, eliminating the concern of those newcomers who don't want it.
3) It's important to some members that, if we dissolved, their “share” of the Club is worth about $1,000 if we get a good price for the building. This helps us perceive a value of our organization.
4) If we reach the by-laws limit of 590 shares, then our stock will have greater value than $50.
5) This arrangement has worked for years, let's not change it!
Be sure to vote on this at the March 10 meeting!
No important news in January, except that we continued our profitable trend: the slight year-to-date loss resulted from no income from leased moorage space during the month, but that will quickly change: we have our dock well-rented beginning in February, with it quite full in March. Thanks to those four members who have been or will be using it! (Of course, we still have room to honor our reciprocal obligations.)
As you'll read below, starting in March the Lifering program will start saving us mortgage money! Thanks to the donors . . .
Our Finance Committee is undertaking a complete review of our insurance, and the Commodore recently signed our IRS 1998 tax return which was prepared by a CPA.
Special thanks to Frank Thomas, who provided us with free envelopes and letterhead, and to all the other volunteers who contribute so much to our organization! Without you, we'd be losing money!
|Here are the Club's Condensed Balance Sheets:||On 9/30/98||On 1/31/99|
|Cash on hand & in banks:||$23,866.77||$35,934.29|
|Other current assets||23,393.53||4,614.19|
|Total current assets||$55,377.33||$72,297.79|
|Fixed assets, net of depreciation||$301,533.00||$308,795.60|
|Total Current Liabilities||$29,020.40||$56,828.96*|
|Note Payable, Bank||213,117.27||211,545.17|
|Total Liabilities and Capital||$356,910.33||$381,093.39|
|* Includes $47,662.52 in unearned or un-received dues|
|Here are the Income Statements:||97-98 Year||10/1/98-1/31/99|
|Building Lease Income||50,400.00||16,000.00|
|Building Expenses incl. Land Lease||$24,603.99||$8,120.18|
|Payroll & Payroll Taxes||19,166.10||47.74|
|Programs and Activities||106,476.86||8,262.55|
|Administration & Office||45,451.93||4,072.55|
|Net Profit (Loss)||($23,055.91)||($115.61)|
Saturday - Sunday, March 13-14, is our second overnight cruise of the year to Flounder Bay (Skyline Marina) for dinner at the Flounder Bay Cafe at the head of the docks in this well-sheltered harbor, where reciprocal moorage is free from the Flounder Bay Y/C. Joe Coons is cruisemaster. Be sure to call him at 739-1528 (anytime) for reservations and details. Prior to dinner at 6:30 at the cafe, there will be cocktails aboard members' boats, and non-boaters who are members are invited: the harbor is about an hour's drive from Bellingham (Joe has driving instructions.) There will be other activities, too.1999 Bellingham Yacht Club Cruise Schedule As you'll note, most of these are to locations where the mates don't have to cook! They all ought to be fun.
The Recreational Boating Association of Washington (RBAW) is meeting at our Club Saturday, March 27, 1999, at from 0900 - 1500 hours. The organization, represents boaters throughout our state. It co-ordinates this Spring meeting every year with the Canadian associations that serve similar purposes. All BYC members are welcome to attend, including lunch at the Breakwater.
RBAW has a distinguished record helping all boaters: they have effectively saved us thousands of dollars by keeping the boaters' tax that is part of our vessel registration at one-half of one percent, rather than a full percent as often proposed. Even so, most boating taxes go into the state general fund, rather than programs to help marine activities, including safety and education. (That's because, of course, so many of us are “rich”!)
Just as aggravating is the reality that, although restrictions hit all boaters, the kind of boating we do causes almost none of the problems. Drownings from the kinds of boats we use, and drunken operations, as examples, are seldom problems involving any yacht club's members.
Our BYC supports RBAW with a dues contribution of $288 in 1999; many of our members including the BYC Board of Trustees are individual members, too.
To become an individual member, send your name, address, boat type, size, and name, and $15 to Recreational Boating Association of Washington, P. O. Box 23601, Federal Way, WA 98093-0601; use this address for more information, too.
Have You Sent In Your Gift/Pledge?
The first 11 cash gifts to our Lifering program have come in! These cash contributions total over $3,700, money that will go directly to extra principal reduction of the debt on our building mortgage (the first payment will be about March 10). We have additional pledges over $6,000. THANKS to each donor so far . . . Now it's your turn. You'll be recognized on a plaque with a bronze, silver, gold or platinum lifering depending on your gift of $100 or more.
Mail to: Treasurer, Bellingham Yacht Club,
2625 Harbor Loop, Bellingham, WA 98225 USA
Kathleen Wesson, Charter Manager at Grand Yachts Northwest (next door to the Club) would like to talk to you if you're an experienced cruiser here in the Northwest, and are capable of handling twin-screw power boats in the 36 - 46' range, and like working with boaters unfamiliar with our wonderful Northwest waters. This opportunity for check-out skippers involves working on Friday and Saturday mornings, and you should be available most of them especially in July, August and early September. Call her if you'd like to know more about this opportunity; seniors are welcome to apply, and you will be trained on the specific Grand Banks boats you'll be working with. Call 676-1248.
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The Junior Sailing Fleet has had several meetings over the winter, getting ready for the 1999 racing and training season. The group has big plans for broadening their reach this year, and have many resources with which to do it, including a fleet of four Bytes (two of which need small repairs); and six Optimus boats.
The Junior Sailors Garage Sale is expected to be held on Saturday, April 24. At this event boaters will be able to sell any products and get a good price, with a commission benefiting the Junior Sailors to help with the cost of boat repairs and maintenance.
The Washington Sea Grant Program is sponsoring a workshop on Marine Electrolysis. It will cover galvanic corrosion, stray current corrosion, case histories of problems, ABYC standards, NFPA standards, and similar subjects of interest to vessel owners and operators.
The workshop will be from 6:30-9:30 PM at the Nordby Conference Center, Nordby Building, Fisherman's Terminal, Seattle, on Tuesday, March 16. Fee is $25, payable to the University of Washington, sent to Sarah Fisken, Washington Sea Grant Program, West Wall Building, Room 124, Fisherman's Terminal, Seattle 98119. Information: Call Sarah at (206) 543-1225.
It's hard to believe, but by the time you get this issue of the Jib Sheet Opening Day will be only about nine weeks away, and our stalwart Fleet Captain Bob Knudson is already asking for volunteers to help him handle this event.
Folks are needed to help handle the moorage arrangements, assist with the ceremonies, help with invitations, assist as a host for visiting dignitaries, and lots of other committee tasks.
This is a great way to really get involved with the BYC: there are lots of folks who learned the ropes about our Club while serving in various Opening Day capacities.
Call Captain Bob at 734-7756 and volunteer. He'll be grateful, and you'll have fun at this important BYC annual event. Thanks for your consideration.
We need another family to help with phone tree calling for special events and important news. You'll make an occasional dozen calls. Call Bob Knudson 734-7756.
If one of our scheduled cruises is to your special liking, how about volunteering to be a cruisemaster? You make a few calls, schedule the events at the destination, and be the telephone focal point for getting reservations. It can be a lot of fun to organize one of these events, which can be a very memorable boating excursion for all participants! Call Bob, same number.
Finally, E-mail Bob Knudson at firstname.lastname@example.org if you have e-mail, so we can use it to advise you of Club activities. If you don't want it on our BYC.org website of member e-mail addresses, just let us know.
Anyone interested in a BYC-sponsored Uniflite Rendezvous? After all, this is their home town. We'd like your inputs on this idea. Call John Gargett at 734-3499. Just imagine all those neat boats coming home . . .