The fine print........

BY-LAWS OF ALSA
A General Not-for-Profit Corporation
ARTICLE I
Purposes
The purposes of the corporation are social and recreational to provide sailing facilities for its members and to promote sailing and water safety and to stimulate good seamanship.
ARTICLE II
Registered Office
The corporation shall have and continuously maintain in this state a registered office and a registered agent whose office is identical with such registered office. Such registered office and registered agent may be changed from time to time by resolution of the Board of Directors.
ARTICLE III
Members
Section I
Membership in the association shall be restricted to those who own, sail or are interested in boating.
Section II-Regular Members
Regular members shall be adults, twenty-one years of age or older. Regular membership in the association is restricted to those who are owners, part-owners, or past owners of a sail boat. Each owner and at least one part owner must be a regular member.
Section III-Honorary Members
Honorary Life Members shall be limited to those persons who have rendered extraordinary service to ALSA. Honorary Life Members shall be elected by a majority vote of those present in person at the general membership meeting, provided that the name or names to be voted on shall have been first approved by three-quarters of the entire Board of Directors, and included in the notice of the general membership meeting. Honorary Life Members shall be members for life, exempt from the payment of dues and have all the rights and privileges of a regular member.
Section IV-Application for Membership
Any eligible person desiring to become a member for the first time shall make a written application for membership in such form as may from time to time be prescribed, together with full payment of the membership dues. Said form shall be signed by the applicant and endorsed by two regular members in good standing. Accepted new members shall be announced to the members at the next general meeting of membership.

Section V-Inactive Members
A member may apply for an inactive membership by written notice to the Secretary before his current dues expire. An inactive membership is for the duration of one year only. The member upon becoming inactive, is automatically relieved from all offices held including all committee appointments, as well as voting privileges. Upon becoming active again, the member can become elected or appointed to various committees and Boards by normal procedure. There is to be no charge for the one year of inactive membership. After the one year inactive term is up, the member is dropped from the roster unless annual dues are paid for the year following the inactive status. Members leaving for active duty in the Armed Forces may receive inactive status for a longer period of time, such time to be determined by the Board of Directors. Floods are not a reason for an inactive exclusion of membership.
Section VI-Voting Rights
Each regular member shall be entitled to one vote on each matter submitted to a vote. One vote per membership is allowed.
Section VII-Termination of Membership
The Board of Directors, by the affirmative vote of two-thirds of all the members of the Board, may suspend or expel any member for cause after an appropriate hearing, the time, place, and manner of holding any such hearing shall be determined by the Board of Directors.
Section VIII-Resignation
Any member may resign from membership in this corporation at any time by notifying the Secretary. Such resignation shall operate as an automatic termination of such members' membership.
Section IX-Transfer of Membership
Membership in this corporation shall not be transferable or assignable.
ARTICLE IV
Meetings of Members
Section I-Annual Meeting
An annual meeting of the membership shall be held during the first quarter of each year, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.
Section II-Special Meetings
Special meetings of the members may be called by either the Commodore, or a majority of the Board of Directors, or by the written petition of not less than one-fourth of the members.
Section IV-Notice of Meeting
Written or printed notice stating the place, day, and hour of any meetings of members shall be given either personally or by mail, to each member, not less than ten nor more than forty days before the date of such meeting, by or at the direction of the Commodore or the Directors, or the members calling the meeting, or the Secretary. In the case of a special meeting or

when required by law or by these By-laws, the purpose for which the meeting is called shall be stated in the notice.
Section IV-Quorum
There shall be a quorum consisting of 25 percent of the regular members of which two shall be current Directors. If a quorum is not present at any meeting of members, the majority of the members present may adjourn the meeting from time to time without further notice.
ARTICLE V
Board of Directors
Section I-General Powers
The affairs of the corporation shall be managed by its Board of Directors.
Section II-Number and Qualification
All members of the Board of Directors shall be regular members of the corporation.
The number of directors shall vary and shall consist of the Commodore, Vice-Commodore, Secretary, Treasurer, and the Committee Chairs. Vacancies on the Board for unexpired terms may be filled by election by the membership at the annual meeting or until the next annual meeting by appointment by the Commodore with the advice and consent of a majority of the Board of Directors, whether or not a quorum thereof is then serving. The term of office of members of the Board of Directors shall be 1 year. Directors are elected at each annual meeting.
Section III-Regular Meetings
A regular meeting of the Board of Directors shall be held without notice other than this By-law, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
Section IV-Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the Commodore or any two Directors. The person or persons authorized to call the meeting of the Board may fix the time and place within or outside the state of Missouri, for holding such a meeting.
Section V-Notice
Notice of any special meetings of the Board of Directors shall be given at least two days prior thereto. Such notice may be whether oral or written and given as provided in Article IV, Section IV.
Section VI-Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section VII-Manner of Acting
The act of majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by the By-laws.
Section VIII-Compensation
Directors as such shall not receive any stated compensation for their services, provided that nothing herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
ARTICLE VI
Officers of the Board of Directors
Section Officers
The officers of the corporation shall be a Commodore, who shall be chairman of the Board and the President, Vice-Commodore, Treasurer, and Secretary. The Board of Directors may elect or appoint any additional officers as they may from time to time deem necessary. Any two or more offices may be held by the same person, except the office of Commodore and Secretary.
Section II-Election and Term of Office
The officers of the corporation shall be elected annually by the general members at the annual meeting. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and qualified.
Section III-Removal
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the corporation would be served thereby. However, such removal will not affect the status of any member in any way.
Section IV-Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section V-Commodore
The Commodore shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members of the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation, authorized by the Board of Directors, any drafts, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws, or by law, to other officers or agents of the corporation, and in general, he shall perform all duties as are incident to the office of Commodore (and Chairman of the Board and

President) and such other duties as may be prescribed by the Board of Directors from time to time.
Section VI-Vice-Commodore
In the absence of the Commodore or in the event of his inability or refusal to act, the Vice-Commodore, in the order of their appointment, shall perform the duties of the Commodore, and so acting shall have all of the powers of and be subject to all of the restriction upon the Commodore. The Vice-Commodore shall perform such other duties as from time to time may be assigned to him by the Commodore or the Board of Directors.
Section VII-Treasurer
The treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article IX of the By-laws, and in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him the Commodore of the corporation or by the Board of Directors.
Section VIII-Secretary
The secretary shall deep the minutes of the meetings in one or more books provided for that purpose, see that notices are duly given in accordance with the provisions of these By-laws or as required by law, be custodian of the corporation records, keep a register of the post office address of each member which shall be furnished to the secretary by each member, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the Commodore or by the Board of Directors.
ARTICLE VII
Guest Privileges
Section I-Guest Privileges
The Commodore, or in his absence, any officer, may accord guest privileges, without charge, for the use of the harbor to out of town boat owners who are bona-fide members of other sailing associations or yacht clubs, or to prospective new members. If such privileges are granted by any other officer other than the Commodore, that officer shall notify the Commodore at the earliest convenient time.

ARTICLE VIII
Committees
Section I-Committee of Directors
The Board of Directors by resolution may designate one or more committees as deemed necessary for the operation of the corporation. One member of each committee shall be designated as the Chairman thereof.
Section II-Quorum
Unless otherwise provided in the resolution of the Board of Directors or other order of the Commodore designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section III-Rules
Each committee may adopt rules for its government not in conflict with the articles of incorporation, these By-laws, law, or the resolution or order establishing such committee.
ARTICLE IX
Contracts, Checks, Deposits, and Funds
Section I-Contracts
The Board of Directors may authorize any officers or agents of the corporation, in addition to the officers so authorized by these By-laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or connected to specific instances.
Section II Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officers or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer.
Section III-Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section IV-Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
ARTICLE X
Books and Records

Section I-All Records
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE XI
Fiscal Year
Section I-Fiscal Year
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December of each year.
ARTICLE XII
Dues
Section I-Annual Dues
The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues, and dockage. if any, payable to the Corporation by members, subject to the approval of the general membership.
Section II-Payment of Dues
Dues shall be payable in full advance one month after the annual general membership meeting.
Section III-Assessments
Special assessments must be approved by a four-fifth vote of voting members present at any meeting, provided that notice thereof shall be included in the notice of each meeting. Assessments apply only to voting members unless otherwise designated, at which time ALL members affected have the privilege of voting.
Section IV-Default and Termination of Membership
When any member shall be in default in the payment of dues or fees for a period of two months from the beginning of the period for which such dues or fees become payable, his membership may thereupon be terminated by the Board of Directors in the manner provided in Article III, of these By-laws.
ARTICLE XIII
Dissolution
Section I-Procedure for Dissolution
The Corporation may dissolve and wind up its affairs voluntarily under procedures provided in the "General Not For Profit Corporation Act" of the State of Missouri. Provided that: First: All liabilities and obligations of the corporation shall be paid, satisfied and discharged or adequate provisions shall be made therefor. Second: Assets held by the Corporation

upon condition requiring return, transfer or conveyance, which condition occur by reason of the dissolution, shall be returned transferred or conveyed in accordance with such requirements.
ARTICLE XVI
By-law Changes
Section I-Changes
These By-laws may be altered, amended or repealed and new By-laws may be adopted by the majority of the voting membership at any regular or special meeting provided that at least ten (10) days notice is given of intention to alter, amend or repeal or to adopt new By-laws at such meeting.
The general membership shall be notified at the next meeting of the general membership of any changes in these By-laws adopted by the Board of Directors.
A copy of this By-laws shall be made available to any interested member.

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