Effective November 2, 2009
BY-LAWS OF THE
THE CLUB 420 ASSOCIATION, INC.,
a Rhode Island Not for Profit Corporation
1. The purposes of the Corporation are to provide a medium of exchange of the information among Club 420’s sailors and to enhance the enjoyment of these sailboats; to promote and develop Club 420 Class racing under strict one-design rules; to encourage and foster the enjoyment of the sport and recreational aspects of sailing; and all other purposes set forth in RI Gen Laws Section 7-6-4, as amended from time to time.
2. The Club 420 Association, Inc. is organized to provide for junior sailing. Individuals who will be twenty two years old in the year of an event may not compete in Club 420 regattas.
3. The net income shall not inure in whole or in part to the benefit of individuals, except as objects of charity.
4. The corporation shall not devote any substantial part of its activities to attempt to influence legislation by propaganda or otherwise, except for those activities permitted by the Internal Revenue Code.
The Principal Office of the Corporation shall be at such location and place as the Board of Directors of the Corporation (hereafter “Board”) may from time to time designate. The Corporation shall at all times maintain a Registered Office within the State of Rhode Island, which may or may not be the same as the Principal Office.
Section 1. Qualification. The members of this Corporation shall consist of any individual or entity who or that is current with the payment of the dues to the Corporation as established by the Board.
Section 2. Voting Rights. Members of the Corporation shall possess the right to a single vote at meetings held for the election of directors, for the purposes of amending the Corporation’s Certificate of Incorporation or Bylaws, and for any other proper purpose.
Section 3. Obligations of Membership. By becoming a Member of the Corporation, the member accepts that while sailing, his or her conduct while sailing is governed by the Racing Rules of Sailing, and that the Member otherwise agrees to be bound by these Bylaws and any amendments, the Class Rules, and the Class Construction Manual.
Section 4. Eligibility. A Member shall not be eligible to compete in an Association event until his or her Association dues and Regional dues, if any, have been paid in accordance with the provisions of these Bylaws.
Section 5. Suspension or Removal. Any member may be suspended or removed from membership in this Corporation for conduct prejudicial to the objectives of this Corporation or inconsistent with the purposes for which it is formed, by (1) a two-thirds vote of the full Board or (2) by the Sportsmanship Committee appointed by the President of the Class.
Section 6. Compensation. No compensation or salary shall ever be paid by this Corporation to any member merely because he/she is a member. Nothing herein contained shall be construed to prevent compensation or salary from being paid to a person who is employed by or renders services for this Corporation if the compensation or salary paid such person is based upon the reasonable value of the work done or the services performed by such person, even though such person may be a member. The amount of compensation or salary paid any such person shall be determined by the Board or the Board’s Executive Committee, taking into consideration the time spent and the responsibility assumed by such person in doing the work or rendering the services for this Corporation.
BOARD OF DIRECTORS
Section 1. General Powers. The business, property and affairs of this Corporation shall be managed and its corporate powers exercised by the Board of Directors, who shall act, unless otherwise prescribed, by a majority vote of the Directors present in person or by proxy. All Board members must be individual members of the Association.
Section 2. Members of the Board of Directors. The Board of Directors shall consist of the following members:
At–large Directors. Six individuals unaffiliated with any geographic region of the country;
Regional Directors. Until the Regions are reestablished by the Board, one Director who resides in each of the following eight regions as delineated by the US Sailing Association.
a) Region 1: Area A except Rhode Island
b) Region 2: Area B plus Rhode Island
c) Region 3: Area C
d) Region 4: Areas D and F
e) Region 5: Areas E and K
f) Region 6: Areas G, J and H
g) Region 7: Canada - East
h) Region 8: Canada - West
ISSA Director. One representative from the Inter-Scholastic Sailing Association (ISSA) so long as a substantial percentage of its racing as determined by the Executive Committee is done in Club 420s.
ICYRA Director. One representative from the Inter-Collegiate Yacht Racing Association (ICYRA) so long as a substantial percentage of its racing as determined by the Executive Committee is done in Club 420s.
Builder Directors. A total of three representatives from the Corporation's approved builders.
Section 3. Terms. With the exception of the ISSA, ICYRA, Builder Directors, and Secretary, whose terms shall be one (1) year in duration, the terms of all other Directors shall be staggered over three years. Effective with the Corporation’s 2008 Annual Meeting, two at-large Directors shall be elected for a one year term, two at-large Directors for a two year term, and two at-large Directors for a three year term. After these initial elections, the term for each at-large director shall be for three years.
The terms of the Regional Directors shall be staggered over three years. Effective with the Corporation’s 2008 Annual Meeting, the initial Directors for Regions 1, 4 and 7 shall be elected for a one year term, the initial Directors for Regions 2, 5 and 8 for two year terms, and the initial Directors for Regions 3 and 6 for three year terms. After these initial elections, the term for each Regional Director shall be for three years.
Notwithstanding the terms set forth herein, each Director’s term shall continue until his or her successor has been elected, or until his or her earlier death, resignation or removal.
Section 4. Meetings. The Board shall meet at least once a year in August of each year concurrent with the Club 420 Association North American Championship and the Annual Meeting of the members of the Corporation. The Board may meet from time to time, in person or by telephone conference as determined by the President or the Executive Committee. A majority of the Board shall constitute a quorum; provided, however, that a majority of the Directors present, whether or not a quorum exists, may adjourn a meeting to another time and place.
Section 5. Election of Directors. The election of Directors shall take place at the Corporation’s Annual Meeting of the membership that shall be run pursuant to the latest edition of Roberts Rules of Order. Notice of the Annual Meeting shall be sent to the Members by June 15 of each year, which notice shall include a list of the Board positions that are subject to election at the following Annual Meeting and Members shall be invited to submit nominations for each such Board position, which nominations shall be submitted to the Secretary by July 15.
The President of the Corporation may appoint a Nominating Committee to nominate candidates for the Board positions that are subject to election at the following Annual Meeting.
By July 20, the Members shall be notified of any nominations received from the Members as well as the nominations of the Nominating Committee.
If the office of any Director becomes vacant, remaining Director may elect a successor, who shall hold office for the unexpired term of the Director whom he or she replaces.
Section 6. Specific Powers of the Board. The Board shall appoint, for such term as it shall decide, a Class Measurer.
The Board shall adopt and govern the Class Rules and the Construction Manual.
The Board shall have sole power to approve and disapprove Club 420 builders and specified equipment manufacturers including sail makers.
Section 7. Delegation of Powers. For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, but only to the extent permitted by law, the Board may delegate all or any of the powers and duties of any Officer to any Officer or Director, but no Officer or Director shall execute, acknowledge or verify any instrument in more than one capacity.
Section 8. Resignations. Any director may resign at any time by giving written notice to the President and to the Secretary. The resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
OFFICERS OF THE CORPORATION
Section 1. Officers. Each of the Officers of the Corporation shall be a Director, and shall consist of a President, a Vice President, a Treasurer, a Secretary, and such other officers as may be elected by the Board of Directors. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority to perform the duties prescribed, from time to time, by the Board of Directors, the Executive Committee, or the President. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Term of Office. The term of office shall commence upon their election or appointment and shall continue until the next annual meeting of the Corporation and thereafter until their respective successors are chosen or until their resignation or removal.
An officer may resign by written notice to the President or Secretary. The resignation shall be effective when given or at a subsequent time specified in the notice of resignation. The Directors shall have power to fill any vacancies in any office occurring for whatever reason.
Section 3. Compensation. The Officers of the Corporation shall not receive any compensation for their service as Officers, unless specifically authorized by the Board of Directors, provided that the compensation of any Officer who is also a Director shall be fixed by a majority of the Board of Directors then in office.
Section 4. Removal. Any officer elected or appointed by the Board of Directors may be removed by a majority of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
Section 5. President. The President shall be the principal executive officer of the Corporation. Subject to the direction and control of the Board of Directors, he or she shall be in charge of the business and affairs of the Corporation; shall see that the resolutions and directives of the Board of Directors are carried into effect, except in those instances in which responsibility is assigned to some other person by the Board of Directors; and, in general, shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another Officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors, the President may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the Corporation and either acting singly or with the Secretary, any Assistant Secretary, or any other Officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument. The President may vote all securities which the Corporation is entitled to vote except as and to the extent such authority shall be vested in a different Officer or agent of the Corporation by the Board of Directors.
Section 6. Vice President. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.
Section 7. Treasurer. The Treasurer shall cause the funds and securities of the Corporation to be maintained at his or her direction and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit or cause to be deposited all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Directors or the President. He or she shall disburse or cause to be disbursed the funds of the Corporation as may be ordered by the Directors or the President, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Directors, or whenever they may require it, an account of all transactions as Treasurer of the Corporation. If required by the Directors, he or she shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation (in case of his or her death, resignation, or removal from office) of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. To be eligible for appointment, he or she shall not have been compensated by the Corporation in the preceding twelve (12) months.
Section 8. Secretary. The Secretary shall attend all meetings of the Board of Directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He/She shall give, or cause to be given, notice of all meetings of the Directors for which notice may be required, and shall perform such other duties as may be prescribed by the Directors or by the President, under whose supervision he/she shall act. He/She shall execute with the President all authorized conveyances, contracts or other obligations in the name of the Corporation except as otherwise directed by the Directors. To be eligible for appointment, he/she shall not have been compensated by the Corporation in the preceding twelve (12) months.
Section 9. Executive Committee. The Corporation shall have an Executive Committee which shall be composed of the Corporation’s Officers, which Executive Committee, except to the extent not authorized by the Board of Directors, shall have and exercise the authority of the Board of Directors in the management of this Corporation except as otherwise provided by law. The Executive Committee is not authorized to amend, alter or repeal the Articles of Incorporation or these Bylaws, or take any other actions contrary to law, including as set forth in R.I. Gen. Laws § 7-6-26.
The Class Measurer shall be responsible for obtaining, publishing, and enforcing the Class Rules and Construction Rules and shall rule on all questions and challenges relating to the Class Rules and or Construction Rules, and shall issue interpretations thereof deemed necessary by him or her. All such interpretations shall be binding until approved, rejected, or modified by decision of the Board, duly published to the members of the Association.
Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors then in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution or declaration, and not otherwise restricted by law, shall have and exercise the authority and act on behalf of the Board of Directors in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him or her by law.
Section 2. Term of Office. Each member of a committee shall have a term for one year coinciding with the applicable calendar year and shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 3. Chairman. One member of each committee shall be appointed Chairman.
Section 4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors 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 quorum is present shall be the act of the committee.
Section 6. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
Section 7. Sportsmanship Committee. The Association shall have a Sportsmanship Committee that shall consist on no less than three and no more than five individuals whose responsibility is, upon request from the President, the Executive Committee, or the Board, to investigate any complaints of unsportsmanlike behavior in or out of racing and, upon request from the President, the Executive Committee, and or the Board, to impose discipline up to and including a recommendation to the Board for the removal of a member from membership in the Corporation for such conduct.
INDEMNIFICATION AND INSURANCE
Section 1. Any person who at any time serves or shall have served as a member of the Board of Directors or as an officer of the Corporation, whether or not in office at the time, to the fullest extent permitted by law, shall be indemnified and reimbursed against and for any and all claims and liabilities to which he or she may be or become subject by reason of such service and against and for any and all expenses necessarily incurred or amounts paid in connection with the defense or reasonable settlement of any legal or administrative proceedings to which he or she is made a party by reason of such service. Such right of indemnification and reimbursement shall also extend to the personal representatives of any such person. Such rights shall not be deemed exclusive of any other rights to which any person or his personal representatives may be entitled under any other agreement or vote of the Board of Directors.
Section 2. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this Article IX.
Section 3. Notwithstanding anything herein to the contrary, the obligation of the Corporation to indemnify any person shall in all events be limited so that no obligation of indemnification shall exist to the extent that any such obligation would give rise to an act of self-dealing by a disqualified person or constitute a taxable expenditure by the Corporation under the Internal Revenue Code as the same may hereafter be amended.
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered office or principal office within the State of Rhode Island a record of the names and addresses of its Members entitled to vote.
Section 1. Annual Meeting of Members. An Annual Meeting of the Members shall be held each year at The Club 420 Association North American Championship unless the Board selects another time and location. The Board may schedule additional meetings of the Membership, and upon written (or electronic) request for a meeting by 10% of the membership.
Section 2. Notice. Written notice of the time, date, and place of each meeting of the Members shall be emailed to the members not less than ten (10) days, nor more than sixty (60) days, prior to the date fixed for the holding of any such meeting.
Section 3. Quorum. The presence in person or by proxy of one or more Members qualified to participate and vote at the particular meeting shall constitute a quorum at any meeting of the members.
Section 4. Members Qualified to Participate and Vote. Each person who is a Member of this Corporation as of the record date set by the Board prior to the date of any scheduled meeting of the Members shall be entitled to notice of such meeting and shall be entitled to participate at such meeting. Each Member entitled to notice of any scheduled meeting of the members is entitled to participate at such meeting, shall also be entitled to one vote in person or by proxy on each matter properly submitted to a vote by the members.
Section 5. Proxies. At any meeting of the Members, any Member qualified to participate and vote at such meeting may be represented and vote by proxy appointed by an instrument in writing. All proxies must be filed with the Secretary for the meeting of the members prior to the start of the meeting before they shall be considered valid for the purpose of voting at any meeting.
Section 6. Record of Members. A record containing the names of the Members of this Corporation as of any given date shall be produced at any meeting of the members upon the request of any member. Said record shall be controlling in any controversy concerning the right of any member to participate and vote at any meeting of the members or concerning the number of members necessary to constitute a quorum at any such meeting.
Section 7. Validation. When a majority of the members entitled to participate and vote at any meeting of the members shall be present at any such meeting, however called or notified, or shall sign a written consent authorizing action taken or to be taken, such meeting or consent shall be as valid as if legally called and notified.
The fiscal year of the Corporation shall be the calendar year, unless otherwise fixed by resolution of the Board of Directors.
The power to alter, amend, or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors and or the Membership. Such Board action may be taken at a regular or special meeting for which written and or electronic notice of the purpose shall be given and a majority vote of the quorum of the Board shall be sufficient to enact an amendment. Such membership action must have must have a quorum of least 5% of the total number of Members with a majority vote of the Members present and acting in person or by proxy sufficient to enact an amendment.
The Corporation shall adopt such Policies as shall be determined by the Board of Directors, each of which shall have the force and effect of these Bylaws. The interpretation, effectuation and enforcement of all adopted policies shall be at the discretion of the Board of Directors, the President, or to a designated Committee or Committee Chairman, as appropriate.