The Rochester Canoe Club by any other name would not be the same, nor enjoy its status as the oldest continuous sailing club in the area. Along the way, the club could have, through merger, adopted the name "Remus Club" (1886), or the name "Sawennishat Canoe Club" (1914), but fortunately always kept its original name. Part of that name's survival was the process of becoming incorporated, which took 81 years and a special act of the NY State Legislature to recognize RCC as a legal corporation. A corporation enjoys limited liability; its owners typically cannot lose more than the assets of the corporation. Without such status, an organization's members/owners could be held personally responsible for its acts, a risk few would take today.

Although the idea for the club started in 1881, the first notice we have of the Club's official organization on Sept. 29, 1882 is a news article stating that its purpose was "to unite the amateur canoeists of Rochester for the purpose of pleasure, health, exploration and historical research; by means of meetings, camping, paddling, sailing, racing and foot-journeys, and by keeping logs of voyages, records of waterways and routes, details, drawings and collection of maps, books, and objects of special interest." It wasn't until 1893 that the Club decided to incorporate with the simple statement that the "particular business and object of the Club is that of canoeing," and named 6 trustees, directors, managers. The certificate of incorporation, approved by a NY State Supreme Court judge, was then filed with Monroe County. As it turned out, incorporations must be filed by law with NY's Secretary of State.

Time marches on to 1969, when the Club felt that its purpose involved more than canoeing (it always did, but we're talking legalities here; in fact, the Canoe Club had no canoes). So a certificate of amendment was written to update the Club's purposes and to provide a board of governors of 8-15 members, which states "The purposes for which the club is formed are to organize, equip, and operate a yacht club for the pleasure and recreation of its members and to advance the interest of sailing on Lake Ontario and Irondequoit Bay." This was approved by a NY State judge and sent to the Secretary of State, who returned it saying that the original certificate had never been filed with NY State, but with Monroe County, and that the amendment should thus be filed with the County (though "respectfully" referring the sender to the relevant provision of state law). The Club, however, continued under the mistaken belief that it was a legal corporation as of 1893, with deeds, mortgages, etc. in its name.

By 1974, things got complicated, as the Club had received a small business government loan to repair the disastrous storm damage of March 1973. The Club certified its status as a not-for-profit corp. in March 1974, but the SBA wanted a court order authorizing RCC to mortgage its property for the $45,000 loan. It was in these proceedings that it finally surfaced that the club was not legally incorporated as thought. Fortunately, the Club, likely through its Commodore Larry Gaenzle (a fine lawyer and member since 1966), was able to persuade our state legislators Sen. DeHond and Rep. Tom Hanna that legal relief was needed to correct the mistake. And so it came to pass in 1974 that an Act was passed and signed by Gov. Wilson just for The Rochester Canoe Club that stated, in part: "the filing... of a copy of the certificate of incorporation and the amendment to such certificate... shall be deemed to have the same force and effect as if the certificate of incorporation had been filed in the office of the secretary of state on the third day of June eighteen hundred ninety three and the amendment [thereto]... on the twenty-fourth day of February nineteen hundred sixty-nine... and all acts performed by the corporation, or on its behalf by the officers, directors, agents and employees, not otherwise unlawful, from such date are legalized, confirmed, and ratified."

What other club can claim a special act of government just to recognize its status? Today, you can go to the NY Dept. of State website to check corporate status, and find The Rochester Canoe Club as a not-for-profit corporation, since 1893: a name, and a club, worth preserving.

By Leo Balandis, with Stefanie Balandis, Esq., August 1, 2003