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Tampa Sailing Squadron is a private, member-owned sailing club located in Apollo Beach, Florida.
Members enjoy many activities such as club racing, regattas, cruising and many other social events.
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TSS ByLaws

BYLAWS
(Amended and Restated March 15, 2015)

ARTICLE I
NAMES, COLORS, AND INSIGNIA

1.0 The corporation’s name shall be “TAMPA SAILING SQUADRON, INC.” (“Squadron”).

2.0 The Squadron’s colors shall be red, white, and blue.

3.0 The Squadron’s insignia shall be a red, white, and blue burgee without swallow tail.

3.1 The burgee shall be three symmetrical proportionately smaller isosceles triangles arranged with all sides parallel and separate so that the centers of each triangle all have a common point. The triangle’s centers shall be located by the intersection of lines bisecting the angles of the triangles.

3.2 The largest triangle shall have a 10-inch hoist and a 15-inch fly. The borders formed by the triangles shall be 1-1/8 inches wide.

3.3 The center triangle shall be red, the median triangle shall be white, and the outer triangle shall be blue.

3.4 When using the insignia for purposes of identification other than for a flag, the ratio of hoist to fly shall be 2:3 and the ratio of border to hoist shall be 0.1125:1.

3.5 Larger burgees may be used on masts taller than 30 feet but they shall not exceed 1/2 inch of fly per foot of mast. The hoist shall be 2/3 of the fly and the border shall be 1-1/8 inches per 10 inches of hoist.

ARTICLE II
OBJECT

1.0 The object of the Squadron shall be to conduct and operate boat regattas of all kinds upon the waters of Tampa Bay, Hillsborough Bay, the Gulf of Mexico, and the Atlantic Ocean; to promote the interest of members of the Squadron in boating, sailing, and yachting generally; to acquire real property, club house and other buildings, docks, launches, and such other equipment and facilities as may be suitable and desirable for the operation of a sailing squadron.

ARTICLE III
MEMBERSHIP

1.0 Any person of good moral character and financial responsibility interested in sailing and the furtherance of this Squadron shall be eligible for membership. No person on the ground of race, color, sex, religious creed, or national origin, shall be excluded from consideration for membership. The Squadron shall not, because of the race, color, sex, religious creed, or national origin of any individual, refuse to hire or employ such individual, bar or discharge from employment such individual, or otherwise discriminate against such individual, with respect to compensation, tenure, conditions, or privileges of employment.

2.0 The Squadron’s membership shall consist of the following classes:
A. Regular Member B. Honorary Member C. Life Member D. Junior Member.

3.0 Regular Member: The person whose name is at the top of the membership application and who signed the application. There can only be one person listed as the Regular Member. The spouse, as defined by the State of Florida, or domestic partner, as defined in Article III, Section 3.0, Subsection A of these Bylaws, of the Regular Member has the same rights as the Regular Member, as further restricted in the Bylaws.
A. Domestic Partner: Domestic partners means only two adults who are parties to a domestic partnership and who meet the following requisites for a domestic partnership:

1. Each person is at least eighteen (18) years old and competent to contract;
2. Neither person is currently married under Florida law or is a partner in a domestic partnership or a member of a civil union with anyone other than the co-applicant;
3. They are not related by blood as defined in Florida law;
4. Each person considers himself or herself to be a member of the immediate family of the other partner and to be jointly responsible for maintaining and supporting the domestic partnership;


4.0 Honorary Member: The Board of Directors may grant Honorary Membership in the following manner: An Honorary Membership
A. Shall consist of persons who have been elected to membership for the benefit of the Squadron.
B. Conferred after March, 1992, shall be for one year.
C. Shall not be required to pay initiation fees or dues.


5.0 Life Member: The Board of Directors may grant Life Membership in the following manner:
A. Life Membership shall be nominated by two Regular Members. Such nominations must be in writing to the Board of Directors and shall detail the contributions to the Squadron which warrant the granting of Life Membership status to the nominee. Life Membership shall be accorded by a unanimous vote of the Board of Directors. A candidate may be submitted only once in a 12-month period.
B. Life Members must be 65 years or older, must have been members in good standing for at least 20 consecutive years, and must be nominated for Life Membership because of consistent and conspicuous contributions to the Squadron which clearly warrant this recognition.
C. Life Members shall not be required to pay annual dues.
D. Life Members shall be entitled to cast one vote.



7.0 Sponsor: A sponsor is a Regular Member who wishes to bring a prospective new member (“person being sponsored”) into the Squadron. The sponsor shall work with the Membership Committee to explain the mission of the Squadron and expectations of the membership to the person being sponsored. Since there are two sponsors required, the duties will be shared as agreed to by the sponsors and approved by the Membership Committee.

8.0 Application Process: Application for membership in the Squadron shall be made on approved forms and a check for the initiation fee shall be attached. The initiation fee is non-refundable after the Board of Directors has accepted the membership application.
A. An applicant shall submit the application signed by two sponsors and attend Squadron functions as coordinated with sponsors and Membership Committee. Attendance at Squadron functions for approximately three (3) months is required.
’s dues.

9.0 Either a Regular Member or that Regular Member’s spouse or domestic partner shall be eligible to serve on the Board of Directors of the Squadron. A Regular Member or that Regular Member’s spouse or domestic partner shall be entitled to cast one vote at a membership meeting.

10.0 The Regular Member and that member’s spouse or domestic partner shall have the use of the Squadron facilities, subject to all rules and regulations. Family members shall be considered guests of the Regular Member.

11.0 In the event of divorce or legal separation of the Regular Member and that member’s legal spouse, or dissolution of the domestic partnership of the Regular Member and that member’s domestic partner, only one will be allowed to remain a Regular Member. The other party may apply for Regular Membership without payment of the initiation fee



13.0 The Board of Directors may expel a member, provided that before his/her membership shall cease against his/her consent, s/he shall be given an opportunity to be heard. This action shall take place at a regular Board of Directors meeting and shall require that two-thirds of the members present and voting, vote in favor thereof.

14.0 A member may request to receive paperless electronic notification and correspondence by e-mail and shall be responsible for advising the Treasurer and Secretary of his/her correct e-mail address.

ARTICLE IV


1.0 The initiation fee for regular membership shall be $400.00; for junior membership, ten percent (10%) of the regular membership initiation fee.

1.1 When applying for regular membership there shall be no initiation fee for dependents of regular members upon attaining the age of 18. This privilege shall be exercised within 6 months following the 18th birthday. Full-time students shall have the same privilege described above.

2.0 The dues for regular members shall be $164.03, plus applicable government taxes and fees, per year or pro rata share. The dues for junior members shall be fifty percent (50%) of the dues for regular members. (2009)

2.1 A significant portion of membership dues is attributed to the following Squadron expense categories: real estate taxes and insurance. If costs to the Tampa Sailing Squadron increase in either or both of these categories, the Board of Directors, by majority vote, without the necessity of a Bylaws amendment, may pass increases in that portion of the dues attributable to those costs. The percentage share for each category may be detailed on the dues invoices and adjusted annually.

3.0 Dues shall be suspended until the date of Honorable Discharge of any member serving in the military branch of the U.S. Government or until such time as s/he desires re-entry into active membership in the Squadron. During this suspension the member will be considered as an inactive member, having no vote.

4.0 Dues are payable on January 1. If not postmarked by the last day of February, the member’s name shall be stricken from the roll and s/he shall be prohibited from partaking of Squadron activities or the use of the Squadron’s club house, grounds, yacht basin, and facilities. New member dues are payable upon approval of membership.



5.1 A reinstated member shall not be subject to pro-rata share.

ARTICLE V


1.0 The regular meeting of the Squadron for general business shall be held on the third Monday of the month. However, if the third Monday of the month occurs within five days of a nationally recognized holiday the meeting may, at the discretion of the Commodore, be canceled or moved to another day.

2.0 The election of the officers for the ensuing year and election of two directors for the ensuing two years shall be by secret ballot at the regular meeting on the third Monday in February. A nominee receiving the most votes of the votes cast for any office shall be declared elected.

3.0 The Annual Meeting of the Squadron shall be held on the third Monday in March and the officers and directors previously elected shall be installed.

4.0 The number of members necessary to constitute a quorum for the transaction of business at any meeting of the Squadron shall be a least 15% of the members in good standing plus an officer.

5.0 The Board of Directors shall meet at least once every month.

6.0 Special and emergency meetings of the Board of Directors shall be called by the Commodore or by written request signed by three directors. A special Board of Directors meeting can be called to address in detail or at length a subject or topic usually discussed at a regularly scheduled Board of Directors meeting. An emergency Board of Directors meeting can be called to address emergency situations where immediate action is necessary.

6.1 The agenda and discussion of a special or emergency meeting of the Board of Directors shall be limited to the special or emergency circumstance and purpose described in the written notice of the meeting. The Secretary shall post the written notice of the meeting on the Official Bulletin Board to notify the members in advance of the meeting. In the case of a special meeting, the written notice must be posted on the Official Bulletin Board at least three days before the meeting. In the case of an emergency meeting, the written notice must be posted on the Official Bulletin Board as early as possible before the meeting. The Secretary shall also cause a duplicate of the written notice to be published on the Squadron’s website and an e-mail to be sent to members as early as possible in advance of the meeting.

6.2 The Secretary shall make his or her best efforts to personally notify every director of the date, time, place and purpose of the special or emergency meeting of the Board of Directors. In no event shall the Secretary’s inability to contact every director prevent the special or emergency meeting.

6.3 In the case of an emergency Board of Directors meeting only, directors may participate by phone, if unable to attend the meeting, but in no event shall the Article VIII requirement for a quorum of five directors be waived.

6.4 The minutes of the special or emergency meetings of the Board of Directors shall be read at the next regularly scheduled membership and Board of Directors meetings. A summary of the subject and outcome of the special or emergency Board of Directors meeting shall be posted on the Official Bulletin Board and published in the E-Mail Connection and in a secure section of the website.

ARTICLE VI


1.0 At the hour of the meeting, the Commodore, or in his/her absence, the Vice Commodore, Treasurer, or Secretary shall call the meeting to order and preside over same.

2.0 The order of business shall be as follows:
A. Introduction of Guests
B. Roll Call
C. Reading of Minutes
D. Treasurer’s Report
E. Reading of Communications
F. Summary of Minutes of Board of Directors. (Minutes available upon request)
G. Report of Standing Committees
H. Report of Special Committees
I. Unfinished Business
J. New Business
K. Amendment of Bylaws
L. Election of Officers
M. Installation of Officers
N. Program


3.0 All Board of Directors, Regular, and Annual meetings shall be conducted according to the procedures called for in Robert’s Rules of Order, except as may be specified otherwise by the Bylaws.

ARTICLE VII


1.0 The officers of the Squadron shall consist of a Commodore, Vice Commodore, Rear Commodore, Treasurer, and Secretary. All officers shall be in good standing and shall be elected annually to hold office for one fiscal year, April 1 through March 31.

2.0 It shall be the duty of the Commodore to take command of the fleet, to preside at all meetings of the Squadron, to preserve order, and to see that the Bylaws are strictly enforced.

2.1 The monthly bank statement of the Squadron shall be sent directly to the Commodore for examination after which it shall be turned over to the Treasurer.

2.2 The Commodore shall appoint all committees with the advice and recommendation of the Board of Directors and shall be a member ex officio of all committees and Chair of the Board of Directors.

2.3 The Commodore, at the regular meeting in November, shall announce and post on the Official Bulletin Board the names of the members appointed to the Nominating Committee. Members of the Nominating Committee shall have been members in good standing for two years.

2.4 The Nominating Committee shall report the names of its nominees, together with the names of all members who have been presented to the Nominating Committee by a member, and seconded by another, to stand for a particular office, at the regular meeting on the third Monday in January. During this meeting, in January, the names of any candidates for office, nominated and seconded from the floor, will be added to the reported list of nominees, at which time nominations for office shall close. The names of all qualified nominees shall be made known to the Squadron membership in writing by posting on the Official Bulletin Board as soon thereafter as practicable, but not later than the first Monday in February. Nominees will be offered the opportunity to speak at the January meeting.

2.5 The Commodore shall have the title of President in executive conveyances, contracts, deeds of trust and other instruments with respect to the Squadron.

3.0 It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of his/her duties and to officiate in his/her absence, exercise the powers of Commodore until his/her return or other provision is made.



4.0 The duties of the Rear Commodore shall be the same as a director.

5.0 The Treasurer shall collect and receive for the Squadron dues, taxes, remittances, way bills, and other monies, to have charge of the funds of the Squadron, and to keep a correct account of all monies received and paid out in a book provided for this purpose.

5.1 Disbursements shall be made promptly by check. Invoices exceeding $100 must be approved by the Board of Directors, except that normal recurring bills may be pre-approved by the Board of Directors for the entire watch.

5.2 Authorized signature shall be by any one of the following: Commodore, Secretary, or Treasurer.

5.3 It shall be the duty of the Treasurer to deposit the funds in the name of the Squadron in a depository or depositories approved by the Board of Directors.

5.4 The Treasurer shall present quarterly reports to the Squadron.

5.5 The Treasurer shall turn over to the Squadron at the close of his/her term of office all funds and other property belonging to the Squadron, including all records and books in his/her possession.

5.6 The Treasurer shall perform such other services as may be required by the Commodore or of the Board of Directors.

5.7 Funds allocated to individuals or committees for further disbursement must be accounted for in accordance with the instructions of the Treasurer.

5.8 The Treasurer shall keep a correct roll of the members with their addresses and telephone numbers and shall inform the Secretary of any changes.

6.0 The Secretary shall keep the minutes of the meetings of the Squadron and of the Board of Directors in books provided for this purpose and shall have custody of all records and documents connected with the proceedings of the Squadron. The Secretary shall record decisions of the Board of Directors so as to be able to retrieve previous decisions promptly, such that they might serve to guide current discussion and debate.

6.1 The Secretary shall receive applications for membership from the Membership Committee.



6.3 The Secretary shall notify each member elect of his/her election.

6.4 The Secretary shall conduct the correspondence of the Squadron, give notice of meetings, and in the case of special meetings, state the business intended, and notify members of their appointment to serve on committees.

6.5 The Secretary shall perform such other services as may be required by the Squadron, the Commodore, the Board of Directors, or the Membership Committee.

ARTICLE VIII


1.0 The Board of Directors shall consist of Commodore, Vice Commodore, Rear Commodore, Treasurer, Secretary and four additional members elected by the membership, for a total of nine directors, one of which shall have been a past Commodore.

1.0.1 Spouses or domestic partners shall not serve contemporaneously on the Board of Directors.

1.1 The Board of Directors shall be the judiciary branch of the Squadron and any decision of any member, officer, or committee may be appealed to such judiciary body. All decisions of the Board of Directors shall be final except as otherwise provided herein.

1.2 The Commodore shall be ex officio Chair of the Board of Directors.

1.3 The Board of Directors shall frame and submit all laws and regulations of the Squadron to the membership.

1.3.1 Before being approved and implemented by the Board of Directors, any proposed amendments to the Rules and Regulations shall be discussed at two Board of Directors meetings and one Membership Meeting, read from the minutes, posted on the Official Bulletin Board, and published in the E-Mail Connection and in a secure section of the website.

1.3.2 In the event of an immediate threat to the safety, health, and welfare of any persons or to the Squadron, the Board of Directors may implement an Emergency Rule to address that threat. Such an Emergency Rule must then be approved in the process described above in Section 1.3.1 within 60 days of its implementation.

1.4 Any office vacated before the term has expired shall be filled by appointment of the Board of Directors and the appointee shall serve the remainder of the term.



1.6 The Board of Directors shall have entire authority in the management of the affairs and finances of the Squadron and the administration and control of any and all properties of the Squadron.

1.7 The Board of Directors shall make such rules as deemed proper respecting the use of Squadron properties and penalties for infraction of these rules.

1.8 The Board of Directors shall audit the accounts of the Squadron at least once a year.

1.9 The Board of Directors shall have power to limit the indebtedness of a member of the Squadron, except for dues which are addressed in Article IV.

1.10 The Board of Directors shall compile job descriptions for the appointed standing committees and for services. These job descriptions shall be reviewed annually.

1.11 The membership may remove any or all members of the Board of Directors and/or overrule any action by the Board of Directors at any regular meeting of the Squadron provided a quorum is present and two-thirds of the members present and voting vote in favor thereof. It is further provided that any actions proposed under this section be presented to the membership in writing and then read at two regular meetings prior to any action. The written notice to all members shall contain the date of the meeting at which the proposed action is to occur. Upon notice to the Board of Directors, signed by twenty-five percent (25%) of members in good standing, action on the topic in question shall be suspended until the provisions of this section are completed.

1.12 The Board of Directors shall have an approved annual budget for the upcoming watch within sixty (60) days after the beginning of the fiscal year.

1.13 The Board of Directors shall not approve an annual operating budget wherein the total annual expenditures exceed the total anticipated income.

ARTICLE IX


1.0 The Membership Committee shall consist of at least three members, of whom no more than one (1) shall be a member of the Board of Directors, one of whom shall be appointed as Chair. This committee shall investigate the qualifications of all candidates for membership and report their conclusions to the Board of Directors.



1.2 The Membership Committee shall inform each prospective member of the objectives of the Squadron, expectations the Squadron has of each new member, and shall furnish a copy of the current Bylaws to the prospective member.

ARTICLE X


1.0 Fleet Captains shall be appointed by the Board of Directors and shall be responsible for the general management and control of all boat races and group cruises and all Squadron activities pertaining thereto.

1.1 The Racing Fleet Captain shall make all arrangements for races under the auspices of the Squadron, classify boats, and appoint officials to preside over such races consisting of a Starter, Time Keeper and Judge. These officials shall have complete jurisdiction over all yachts during each race. In addition, said officials shall be empowered to disqualify a boat that shall have violated any rule of the race held as well as order a race re-sailed.

1.2 The Racing Fleet Captain shall have full charge of all matters pertaining to the awarding of prizes, shall keep a record of all races sailed, see that all yachts are properly enrolled and measured, and shall report the results of all races at the meetings of the Squadron. An appeal may be taken from the decision of the judges or the race committee to the Board of Directors and from there, if necessary, to the National Association provided the race involved was sailed under the Association and provided the rules of such Association permit an appeal to the Association.

2.1 The Cruising Fleet Captain shall make all arrangements for group cruises under the auspices of the Squadron, including publicizing and providing pertinent information about the cruise and reporting to the Board of Directors and general membership on cruising activities. The Cruising Fleet Captain may appoint a cruise-specific Cruise Leader to lead any particular cruise and / or to assist in planning any particular cruise.

2.2 The Cruising Fleet Captain shall record participation in all group cruises under the auspices of the Squadron and shall make recommendations to the Commodore regarding awarding of cruising awards for such participation.

2.3 The Cruising Fleet Captain shall promote safety and cruising skills both on Squadron sponsored cruises and by means of separate instructional forums.

ARTICLE XI

1.0 The Squadron shall adopt the racing rules of U. S. SAILING.

ARTICLE XII

1.0 The Dockmaster shall be appointed by the Board of Directors and shall have control and jurisdiction of the Squadron house, harbor, base and pier, storage sheds, and any other facility that the Squadron may obtain from time to time.

1.1 The Dockmaster shall direct and control parking of vehicles, equipment, boats and trailers on Squadron property.

1.2 It shall be the Dockmaster’s duty to manage and direct any maintenance that becomes necessary to the grounds, buildings, piers, and any equipment that the Squadron may have.

1.3 Rules, directives, orders, contracts for maintenance of new construction, etc., shall be approved by the Board of Directors.

1.4 The Dockmaster shall keep posted in a conspicuous place any rule, directive, or policy that shall be tendered for the benefit of all concerned.

ARTICLE XIII


1.0 The action of any officer or director in willfully neglecting to perform or discharge the duties pertaining to his/her position or being absent from meetings without reasonable excuse shall constitute sufficient reason for his/her office or position being declared vacant and a successor may be appointed by the Board of Directors.

ARTICLE XIV


1.0 These Bylaws or any part thereof may be suspended at any regular meeting of the Squadron by the unanimous consent of the members present but such suspension shall not continue in force beyond adjournment of the meeting at which they are suspended.

1.1 Subject to the requirements of Article V, Section 4.0, these Bylaws may be amended at regular meetings of the Squadron, provided two-thirds of the members present and voting, vote in favor thereof. It is further provided that such amendments shall have been approved by the Board of Directors, provided to the membership by written notice, and read at two previous membership meetings. The written notice to all members shall also contain the date of the meeting that the proposed action is to occur. Written notice may be delivered by mail or by electronic means.

ARTICLE XV


1.0 If the Squadron has indebtedness from land purchases or capital improvements the Treasurer shall establish an escrow account specifically designed to cover the indebtedness. Sufficient funds are to be maintained in the account to cover all payments of principal and interest which will be due and payable during the next twelve (12) months. If at any time the Squadron’s regular account lacks sufficient funds to establish a proper balance in the escrow account, commitments of the Squadron’s funds by the Board of Directors shall be limited to not more than 40% of the monies collected from all sources and the balance placed in the escrow account.

1.1 Forty dollars ($40.00) of the annual dues of each member shall be allocated to a restricted Waterfront Capital Account (WCA). WCA funds are restricted to capital investment for water related infrastructure. For purposes of this article capital is defined as “assets available for use in the production of future assets.” The WCA fund cannot be used for general maintenance or repairs. It may be used to supplement the emergency fund if capital replacements are made. WCA dues fee of $40.00 will expire January 1, 2019, or nine years after implementation.

1.2 Waterfront Capital Account
A. The funding priorities of the Waterfront Capital Account are:
1. Repair and/or replace the existing docks and pilings.
2. Repair and/or replace the existing seawall.
3. Build the existing disaster recovery fund to a minimum of $200,000.00.
B. Other funding priorities may include:
1. Repair and/or replacement of the new dock.
2. Repair and/or rebuilding the rail car or tracks.


2.0 A special reserve account shall be established for the purposes of meeting emergencies, replacing and/or repairing existing Squadron facilities and improving the Squadron. This special reserve account shall be kept in a separate escrow account and shall be funded at the end of each Watch by a deposit of a minimum of ten percent (10%) of the regular revenues derived from the membership dues, initiation fees, wet and dry slip fees (other than that portion of those fees designated for the WCA account) and railway fees. The special reserve account shall ultimately include at least $200,000.00 set aside to be available for disaster recovery. When this special reserve account exceeds $200,000.00, twenty percent (20%) of these additional funds shall be set aside for disaster recovery, twenty percent (20%) shall be set aside for replacement and/or repair of existing facilities, twenty percent (20%) shall be set aside for future dock and piling replacement, and forty percent (40%) shall be set aside for capital improvements. Disbursement from these funds shall be by a two-thirds (2/3) vote of the Board of Directors.