By-Laws

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ARTICLE I – NAME

The name of this organization shall be the CALIFORNIA YACHT BROKERS ASSOCIATION (hereinafter referred to as the “Association”). Inclusion and retention of the term “Broker” in the name of the Association shall be governed by the provisions of the Harbors and Navigation Code, Division 1, Chapter 2, Article 5.76.1, Yacht and Ship Brokers Act, State of California.

ARTICLE II – OBJECTIVES
  1. To unite those engaged in the yacht brokerage business for the purpose of promoting cooperation and professionalism among its members.
  2. To promote and maintain a high standard of conduct in the transacting of the yacht brokerage business.
  3. To establish Chapters within the Association; these Chapters to be designed by geographic areas. The charters, including the origin and structure of such regional Chapters shall be approved by the Board of Directors.

ARTICLE III – JURISDICTION

The territorial jurisdiction of the Association shall include the entire State of California.

ARTICLE IV – MEMBERSHIP
  • Section 1. The members of the Association shall consist of companies and individuals. There shall be four classes of membership as follows:
    • (a) Master Members shall consist of Yacht and Ship Brokers duly licensed under the laws of the State of California. Master Members shall have the right to vote on all Association business. Master Members are to be a principal in their business (i.e. Corporate Officer if Corporation; Owner/Proprietor if Sole Proprietorship/ Partnership or DBW Broker of Record appointed by owner).
      Each Master Member will be responsible to insure each of his Brokers/Salespersons abide by the Code of Ethics.)
    • (b) Broker Members (working for Master Members or DBW Broker of Record) shall consist of Yacht and Ship Brokers duly licensed as such under the laws of the State of California. Broker Members shall have the right to vote on all Association business.
    • (c) Salesperson Members shall consist of duly licensed yacht salespersons. Salesperson Members shall have the right to vote on all Association business with the exception of amendments to the Bylaws.
    • (d) Affiliate Members shall consist of Banks, Escrow Companies, Fiduciary Institutions, Yacht and Ship Surveyors and businesses directly related to the yacht brokerage business. Affiliate membership does not include access to the Association Forms.

  • Section 2. Members elected to Salesperson or Affiliate Membership in accordance with these Bylaws shall be entitled to all rights and privileges of the Association excepting as otherwise provided herein.
  • Section 3. Salesperson and Broker members, if not working for a Master Member, shall not be entitled to access or use of Association Forms.
ARTICLE V – ELECTION TO MEMBERSHIP
  • Section 1.
    • (a) Application for Master Member or Broker Member shall be made in writing and endorsed by two Broker members in good standing. Application for Salesperson Member shall be endorsed by one Broker Member in good standing. Said application shall contain a clause binding the applicant, in case of election, to conform to the Bylaws, Rules and Policies of this Association. The application shall be vetted by the Membership Committee Chair who will transmit the application to the Board of Directors at least four (4) days prior to forwarding the applicant’s name to the general membership.
    • (b) Any member who has an objection to the applicant shall notify the Board of Directors in writing within seven (7) days after the name of the applicant is forwarded to the membership.  The Board of Directors shall thereafter have one (1) day to object to approval of the applicant. Absent objection by a member of the Board of Directors, the applicant shall automatically be deemed elected to membership.
    • (c) In the event of an objection by a member of the Board of Directors, additional information regarding the applicant may be required and consideration of the application may be postponed until the next regular meeting of the Board of Directors or as soon thereafter as appropriate.
    • (d) The Board of Directors, after such objections, if any are presented, must elect or reject the applicant. Election to membership shall be by a “yes” vote by the majority of the Board of Directors.
    • (e) If elected to membership, the Executive Director shall issue such new member confirmation of Membership contingent on receipt of applicable initiation fees and dues then in effect.
  • Section 2. Resignation. Any member in good standing may withdraw from membership, surrendering the Certificate of Membership and paying all fines, dues and charges then due, if any. Such membership shall terminate as of the date of the acceptance of the resignation by the Board of Directors. Said member may be reinstated on payment of $30.00 within twelve months after resignation.

  • Section 3. Suspension or Expulsion. For failure to abide by the Bylaws of the Association, or if it appears from a written communication from any member or other person or persons that the conduct of a member has been prejudicial to the Association or yacht brokerage profession, the Board of Directors, after citing said member, with seven days notice of hearing, shall have full power to suspend for a period of not more than one year, or expel said member, and he shall be and is expelled after being so declared. It shall be the duty of the Secretary to notify in writing each Active Member of the Association and the California Department of Boating and Waterways in case of such suspension or expulsion. Any member suspended or expelled shall have the right, after six months from the date of suspension or expulsion, to apply for reinstatement.
ARTICLE VI – FINANCE AND DUES

  • Section 1. Membership dues and initiation fees shall be established by the Board of Directors. Changes in these dues and fees may be changed by a majority vote of the Board of Directors.
  • Section 2. Dues are payable annually in advance. Semiannual proration of dues will be permitted.
  • Section 3. An Associate Member who qualifies and applies for Active Membership or Active Company. Membership shall have his initiation fee credited and his dues prorated. An Active Membership who qualifies and applies for Active Company Membership shall have his initiation fee credited and his dues prorated.
  • Section 4. The Board of Directors may levy assessments for special projects and expenses. Such assessments will require a two-thirds majority vote by the Board of Directors.
ARTICLE VII – BOARD OF DIRECTORS
  • Section 1. When members of the Association are not assembled in regular or special meeting, the direction and control of the affairs of the Association, except as may be herein specifically limited, shall be vested in a Board of Directors. The number of directors which shall constitute the whole Board shall be nine (9), until changed by an amendment to these Bylaws. The directors shall be elected at the annual meeting of the membership, except as provided in Sections 1 and 2 of Article VII, and each director elected shall hold office until his successor is elected and qualified, or until his earlier resignation or removal. Active Company Members and Active Members are eligible to serve on the Board of Directors.
    First Board of Directors. The first Board of Directors shall be elected by the Association prior to and is to take office January 29, 1975. Five of the members of said Board of Directors shall serve for a period of one year and four members shall serve for a period of two years or until their successors shall have been qualified and elected. Thereafter five members of said Board of Directors shall be elected at each Annual Meeting.
  • Section 2. The election of four members of the Board of Directors, each for a period of two years, shall take place on the day of the Annual Meeting at the office of the Association, or at any other lawful place designated by the Board of Directors. The current President shall serve for a period of one year as Past President of the Board of Directors. Vacancies and any newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, though less than a quorum, and each director so chosen qualified.
  • Section 3. Candidates for the Board of Directors shall be nominated by Nominating Committee, appointed by the Board of Directors, thirty days prior to the date of the Annual Meeting. Only one member of a corporation, partnership, or individual office shall be eligible to serve concurrently on the Board of Directors.
  • Section 5. The presiding officer shall appoint three tellers and they, after counting the ballots, shall declare the four persons receiving the highest number of votes elected as members of the Board of Directors and such declaration shall be entered in the minutes of the meeting.
  • Section 6. Any eligible voter shall be entitled to vote without actually being present at the time of the voting and voting by absentee ballot shall be permitted. Each eligible voter of the Association shall have but one vote for each member of the Board of Directors to be elected. No cumulative vote shall be permitted.
  • Section 7. At the first regular meeting of the Board of Directors after the Annual Meeting of the members, the Board of Directors shall elect a President from the four senior members whenever possible, and one or more Vice Presidents, a Secretary and a Treasurer from the entire Board.
  • Section 8. Any member of the Board of Directors absent from three consecutive meetings without an excuse acceptable to the Board of Directors shall automatically be dropped from said Board and his place thereon shall be declared vacant by the President. Any director may resign at any time; such resignation shall be effective upon delivery of a signed resignation, or a copy thereof, to the Association or to any duly elected officer of the Association. Any director may be removed, for cause, by the vote of a majority of those entitled to vote on the election of such director.
  • Section 9. Regular meetings of the Board of Directors shall be as determined by the Board of Directors with a minimum of one meeting per calendar quarter. Regular meetings of the Board of Directors may be held without notice at such time and at such places as shall from time to time be determined by the Board, provided that such time and place shall be regular and continuous and shall not be changed except at a meeting of the Board, and notice of such change shall be given in writing to each Director not present at such meeting at least forty-eight (48) hours prior to the first meeting of such changed place and time.
  • Section 10. The President may call a Special Meeting of the Board of Directors when it may be deemed necessary or advisable. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting; notwithstanding any other provision of these Bylaws, if a written consent thereto is signed by all members of the Board or such committee, as the case may be, and such written consent is filed with the minutes of the proceedings or the Board or committee.
  • Section 11. Supervision. The Board of Directors shall have general supervision of the assets and property of the Association.

  • Section 12. Powers. The Board of Directors shall have power to (1) call special meetings of the Association when deemed necessary, and shall call a meeting at any time upon written request of fifteen Active Members; (2) to appoint, hire, or dismiss all necessary agents and employees, prescribe their duties, fix their compensation and require from them security for the faithful performance of their duties; (3) to cause to be issued to the members Certificates of Membership; and (4) to have made an annual audit of all records and books of account of the Association by a Certified Public Accountant, or more often if circumstances so indicate.
  • Section 13. Motions Affecting Finances. Any motion offered at a membership meeting which entails an expenditure of money or in any way affects the finances of the Association shall be made in the form of a recommendation and referred to the Board of Directors for action thereon.
  • Section 14. Quorum. Five members shall constitute a quorum at all meetings of the Board of Directors, unless otherwise provided herein.
ARTICLE VIII

“Robert’s Rules of Order” shall be the manual of procedure at all meetings of the members and of the Board of Directors.

ARTICLE IX – MEETINGS
  • Section 1. The Annual Meeting of this Association, unless otherwise determined by the Board of Directors, shall be held on the third Wednesday of January, at which they shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. The fiscal and elective year of the Association shall be the calendar year and the new Directors and Officers will assume their executive duties on the date they are elected.
  • Section 2. Written notice of the Annual Meeting shall be given to each eligible voter not less than ten (10) nor more than sixty (60) days before the date of the meeting, and shall specify the date, time and place thereof.
  • Section 3. Regular meetings of the membership shall be held at such time and place as is designated by the Board of Directors. Special meetings may be called as outlined under Article VII, Section 12.
  • Section 4. Business transacted at any Special Meeting shall be limited to the purposes stated in the notice.
  • Section 5. The presence, in person or by proxy, of persons entitled to cast a majority of the votes on a particular matter, shall constitute a quorum at any meeting. The only exception is voting for amendments to the Bylaws in which case a two-thirds majority vote is required. (See Article XIII.) If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote present in person shall have the power to adjourn the meeting without notice other than announcement at the meeting.
ARTICLE X – OFFICERS
  • Section 1. The officers of the Association shall be chosen by the Board of Directors. The officers shall include a President, one or more Vice-Presidents, a Secretary and a Treasurer. Two or more offices may be held by the same person, except that where the office of President and Secretary are held by the same person, such person shall not hold any other office.
  • Section 2. The Board of Directors at its first meeting after each Annual Meeting shall elect persons to serve in the various offices described above from its own body.
  • Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
  • Section 4. The Board of Directors may employ an Executive Secretary and may delegate him or her all or part of the duties of the Secretary and may otherwise prescribe his or her functions. The Directors may also employ such other persons as may be necessary to properly conduct the activities of the Association. The salaries, if any, of all officers, employees and agents of the Association shall be fixed by the Board of Directors.
  • Section 5. The officers of the Association shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirma-tive vote of a majority of the Board of Directors. Any officer may resign at any time; such resignation shall be effective upon delivery of a signed resignation, or copy thereof, to the Association or to any other duly elected officer of the Association.Any vacancy occurring in any office of the Association by death, resignation, removal or otherwise shall be filled by the Board of Directors.
  • Section 6. Duties
    President. Subject only to these Bylaws, and to such power as may be delegated to other officers by the Board of Directors, the President shall, to the extent that such officer exercises the authority herein set forth, have general supervision, direction and control of the membership and at all meetings of the Board of Directors. He shall be ex officio a member of all the committees, including the Executive Committees, if any, and shall have the general powers and duties of management usually vested in the office of President of the Association, and shall have such other powers and duties as may be prescribed by the Board of Directors or by the Bylaws.
    Vice Presidents. The Vice Presidents in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers as the Board of Directors may from time to time prescribe.
    Secretary and Assistant Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the membership and record all the proceedings of the meetings of the Association and of the Board of Directors and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the membership and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or senior officers, under whose supervision he shall be. The Assistant Secretary shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. He shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
    Treasurer. The Treasurer shall have the custody of the Association’s funds, and shall keep full and accurate accounts of receipts and disbursements, and shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursement, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Association.
  • Section 7. Checks. All checks or demands for money shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
  • Section 8. Bonds. The Executive Secretary and the Treasurer may be required to furnish surety bonds in such amounts as the Board of Directors shall deem necessary, the cost to be paid by the Association.
  • Section 9. Legal Counsel. The Board of Directors may retain legal counsel and fix the terms of his compensation.

ARTICLE XI – NON-PROFIT

No member shall have any proprietary interest whatever in or to any of the assets of the Association and no income, increments, or other pecuniary or proprietary gains, benefit or advantage of any kind, in any way arising from or growing out of the assets of the Association or its operation, shall inure to or in any way go to or vest in any member of the Association. All property of the Association is irrevocably dedicated to charitable, educational and public welfare purposes for which this Association is founded, and upon liquidation, dissolution or abandonment of this organization, no part of its property shall inure to the benefit of or be distributed to any private person, except a foundation, association or corporation organized and operated for charitable purposes as determined by the Board of Directors.

ARTICLE XII – COMMITTEES
  • Section 1. Executive Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to have one member of the Board of Directors as a member, to serve in the management of the business and affairs of the Association. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.
  • Section 2. Membership Committee.
  • Section 3. Legislative Committee.
  • Section 4. Other Committees. The Board of Directors may appoint such other committees as may be necessary in promoting the best interests of the Association.
  • Section 5. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors at meetings thereof.

ARTICLE XIII – AMENDMENTS

These Bylaws may be altered or repealed at any regular meeting of the membership or at any Special Meeting of the membership if notice of such alteration or repeal be contained in the notice of such Special Meeting. See Article IX, Section 5, for the quorum requirements for passage of amendments.

ARTICLE XIV – GRIEVANCE AND ARBITRATION
  • Section 1. As a service to the yacht brokerage business and the yacht buying public, the Board of Directors may establish grievance and arbitration procedures to be administered by a Grievance and Arbitration Committee of the Association to be appointed by the Board of Directors. The Grievance and Arbitration Committee of the Association will not hear grievances or arbitrations directly, but will be responsible for the administration of the procedures established by the Board of Directors and ensuring compliance with those procedures.
  • Section 2. There shall be three (3) members of the Grievance and Arbitration Committee who shall be appointed by the Board of Directors. Each member of the Grievance and Arbitration Committee shall serve for a three (3) year term except that the terms of the first Grievance and Arbitration Committee shall be staggered so that the term of only one member of the Committee will expire each year.
  • Section 3. Grievances and Arbitrations to be heard will fall into one of the following categories:
    • (a) Grievances between two or more Active Members of the Association. Submission of such grievance is voluntary.
    • (b) Grievances involving non-members of the Association.
    • (c) Grievances involving a member and another party to a transaction, or parties to a transaction involving a member.
    • (d) Grievances involving a non-member and another party or parties to a transaction.
  • Section 4. The Grievance and Arbitration Committee will report to the Board of Directors at least monthly the number of grievances or arbitrations filed, the number of grievances or arbitrations heard, the disposition of such grievances or arbitrations and any other matters which may be of importance to the Board of Directors or may require action by the Board of Directors.
  • Section 5. The Board of Directors may establish a schedule of fees and charges for the purpose of conducting the grievance and arbitration procedure. Such schedule of fees and charges shall give due regard to the membership of the Association.
ARTICLE XV – CODE OF ETHICS

Go to the CODE OF ETHICS page