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Constitution

MASS BAY SAILING ASSOCIATION
 CONSTITUTION

Amended May 25, 2012

ARTICLE I

Name

The name of this association shall be "MASS BAY SAILING ASSOCIATION".

ARTICLE II

Object and powers

The object of the Association shall be to encourage and promote yacht racing. The powers of the Association shall be advisory and no member shall be bound by an Action of the Association until the member ratifies the action, except as otherwise expressly provided in this Constitution.

ARTICLE III

Membership

1. Voting Members:
 Any Yacht Club, fleet or racing organization on Massachusetts Bay, its tributary waters, or the interior waters of Massachusetts shall be eligible for membership, subject to the following requirements:
(a) it shall have at least twenty five members, regular and junior;
(b) it shall have conducted at least ten scheduled races for sailing yachts in each of the two years preceding it's election as a member of the Association, and have plans to do the same in subsequent years;
(c) it shall be proposed for membership by delegates of at least two voting members.

Yacht clubs, fleets and racing organizations not on Massachusetts Bay, its tributary waters, or the interior waters of Massachusetts, upon the proposal by the delegates of two voting members, may be admitted to membership, subject to the limitations of Article IV.

The voting membership shall consist of the yacht clubs organizing this Association, and all yacht clubs, fleets and racing organizations subsequently elected to membership in accordance with this Constitution, subject to such changes as may occur, from time to time, in the provisions of this Constitution.

2. Non-Voting Members: The non-voting members shall include the following categories: Offshore members, One Design members, Junior members (who have not reached their 18th birthday as of December 31 or the current year), Family members (who shall include all members of a family residing at the same address, Individual members (who are individuals or organizations supporting the Association).

All non-voting members shall have the privilege of attending all general meetings of the Association, shall receive all its publications, and shall be eligible to hold office but have no vote, except as provided in Articles VII and IX.

ARTICLE IV

Election of Members

1. Voting Members:
Each Application for voting membership shall be in the form approved by the Executive Committee, signed by the proposers as above provided and submitted to the Executive Committee for acceptance.

The Executive Committee may elect to membership: (a) any non-member organization eligible under Article III, Section 1;
(b) any non-member organization eligible only under Paragraph 4 or Article III, Section 1, provided that at no time more than three outside groups be included in the membership; and 
(c) any non-member organization that, while not meeting the requirements of Article III, the Executive Committee deems would be a satisfactory member, and as to which the Executive Committee waives said requirements.

2. Non-Voting Members: 
Each Application for membership shall be in a form approved by the Executive Committee, and shall be generally reviewed by the Executive Committee prior to approval.

ARTICLE V

Dues

Each member shall pay annual dues to the Association by February 1 of each year.

Any member in arrears in payment of its annual dues by May 1 may, at the discretion of the Executive Committee, be suspended from membership in the Association and, if such membership is in arrears on July 1, its membership shall be automatically terminated.

For the purposes of annual dues, the following categories shall, as a minimum, apply: Voting and Non-Voting
Various levels of dues may be established for and within each category by the Executive Committee from time to time, with the approval of the voting members at the annual meeting of the membership, provided that such levels are included in the notice for that meeting in accordance with Article X.

ARTICLE VI

Delegates

Each voting member of the Association in good standing shall be entitled to appoint each year from its members a delegate to the Association. The term of each delegate shall be for the period of one year and until the appointment of a successor, subject, however, to the provisions of Article XIII.

In the event of a vacancy in the representation of any voting member by reason of resignation or other cause, a voting member shall be entitled to appoint from its members a successor to serve for the balance of the unexpired term of the predecessor delegate, except as provided in Article XIII.

ARTICLE VII

Officers and Executive Committee

The officers of the Association shall consist of a President, Vice President Offshore, Vice President One Design, Vice President Junior, Treasurer and Secretary. The Officers and eight additional representatives of the Association membership (divided so as to provide representation for both one design and ocean racing) shall constitute the Executive Committee.

The Executive Committee, after election by the delegates of the voting members, shall serve for one year or until the election of their successors.

ARTICLE VIII

Duties of the Officers

The President shall preside at all meetings of the Association and of its Executive Committee and, subject to the consent of the Executive Committee, direct the affairs and activities of the Association.

The Vice President Offshore shall assist the President in the discharge of his duties and, in his absence or disability, shall assume the powers and duties of the President and shall be the Chairman of the Ocean Racing Circuit.

The Vice President One Design shall assist the President in the discharge of his duties.

The Vice President Junior shall assist the President in the discharge of his duties.

The Treasurer shall collect and receive all moneys and deposit same in the Association's account at such bank as shall be designated by the Executive Committee. Disbursements from such account may be made by the Treasurer or by such other person(s) as shall be authorized, from time to time, by the Executive Committee. He shall also keep a full and accurate record of the membership of the Association, and deliver it to the Secretary as of July 1 of the current year, and as requested.

At each annual meeting, the Treasurer shall submit a written report of the receipts and expenditures of the Association during the preceding fiscal year (November 1 through October 31) and of its financial position at the close of such year. Prior to the annual meeting, the Executive Committee shall audit said report, or cause it to be audited by the person(s) it appoints for that purpose.

The Secretary shall keep a full and accurate record of all members of the Association, the delegates, and the Secretaries of the voting members. He shall keep an accurate record of the proceedings of all meetings of the Association and of its Executive Committee. He shall preserve all documents, reports and communications of the Association that are entrusted into his care; send out all notices; and perform such other similar duties as may, from time to time, be prescribed by the Executive Committee. He shall also serve as the Secretary of the Appeals Committee, pursuant to Article XII.

ARTICLE IX

Duties of the Executive Committee

The Executive Committee shall have general management of the Association and its affairs and activities. In additional to other powers as provided in this Constitution, it shall have power to appoint such special offices and committees as it deems desirable, to fill any vacancies in any offices or in the Executive Committee, to appoint delegates of the Association to the United States Yacht Racing Union while the Association shall be a member thereof, and in general, but subject to the provisions of this Constitution, to take such action as it shall deem desirable to accomplish the purpose of the Association.

In the event of any vacancy or vacancies in the Executive Committee by reason of resignation or other cause, the remaining members, if not less than three, shall constitute and have power to act as the full committee until such vacancy or vacancies shall be filled.

A majority of the members of the Executive Committee at the time in office shall constitute the action of the Committee. The Executive Committee shall meet at such times and places as it considers expedient.

Notices in writing of each meeting of the Executive Committee stating the time and place thereof shall be mailed at least seven days before the meeting to each member of the Committee addressed to him at his address as furnished by him to the Secretary, provided, however, that any member or members of the Committee may waive notice of any meeting by a writing filed with the Secretary before, at or after the meeting.

ARTICLE X

Meetings of the Association

The annual meeting of the Association shall be held after November 1 of each year beginning with the year 1956, at a time and place to be determined by the Executive Committee. The Executive Committee or the President may call special meetings of the Association whenever the Committee or the President determines. Special Meetings of the Association shall also be called upon the written request of at least five delegates made to the President and copied to the Secretary.

Notices of every meeting of the Association shall be in writing, shall state the time and place of the meeting and the purposes thereof, and shall be mailed to all members of the Association, the delegates and the Secretaries of the voting members at least twenty days before the meeting.

The notice of each annual meeting shall contain the report of the Nominating Committee to be acted upon.

Delegates, or their proxies, from one third of the voting members in good standing shall constitute a quorum.

Each delegate present at any meeting in person or proxy shall be entitled to one vote on each motion coming before the meeting.

Proxies shall be appointed by instruments in writing bearing a date not more than sixty days before the meeting and signed by the delegates making such appointments respectively. No proxy shall be valid unless filed with the Secretary at or before the meeting at which it is to be used.

ARTICLE XI

Election of Officers

At least sixty days before each annual meeting, the Executive Committee shall appoint a Nominating Committee, which shall consist of one representative from each of five different voting members. A Chairman shall be appointed by the Executive Committee.

The Nominating Committee shall nominate one or more candidates for each office including membership on the Executive Committee to be balloted at the annual meeting and shall notify the Secretary of its nominees at least thirty days prior to the annual meeting.

Independent nominations may be made by not less than five delegates of voting members no later than ten days prior to the annual meeting by written notice delivered to the Secretary who shall promptly notify the Secretaries of the voting members and the delegates of such nominations.

ARTICLE XII

Appeals

The Executive Committee, after each annual meeting, shall appoint an Appeals Committee of eight members from the Association's membership, from among whom five shall hear and decide, in conformity with the International Yacht Racing Rules (IYRR) and the USYRU prescriptions, each appeal that arises from races sponsored by voting members. Such appointees shall serve for one year or until their successors have been appointed. It shall be the policy of the Executive Committee to reappoint, whenever possible, at least three members of the outgoing Appeals Committee. Vacancies in the Appeals Committee may be filled by the Executive Committee. The Executive Committee annually shall designate the Chairman of the Appeals Committee, who shall, ex officio, be a non-voting member of the Executive Committee. The Secretary of the Association shall act as Secretary of the Appeals Committee, but shall have no vote, unless he is a member of that Committee. The Committee, under the guidance of its designated Chairman, may adopt its own rules of procedure; keeping in mind that promptness is a prime component of proper justice. A member of the Committee who is an owner, in whole or part, of a yacht that is a party to an appeal, who was aboard any yacht in the race involved, who took part in the protest decision from which an appeal arises, or who comes within the definition of an "interested party" in the IYRR shall take no part in the decision. Only appeals involving solely the interpretation of the Racing Rules may be taken. In accepting, processing and deciding all appeals, the Committee shall follow the precepts and procedures of the IYRR and the USYRU prescriptions relating to appeals. All decisions of the Appeals Committee shall be final and binding unless appealed further to USYRU.

ARTICLE XIII

Resignations - Suspensions - Terminations

Any voting member may resign from membership at any time by written notice delivered or mailed to the Secretary.

The membership of any member may also be terminated by disbandment or nonpayment of dues as of July 1 of any year, or after a hearing of which the member concerned shall be given at least ten days notice in writing prior to the termination being made final.

Any member suspended from membership shall have no right to vote or any other rights of a member during the period of suspension. Upon termination of a voting member, the term of office of the delegate(s) shall terminate, and thereafter said member shall have no right to vote or any other rights of a member.

ARTICLE XIV

Membership in US Sailing

The Executive Committee shall have the authority to maintain or discontinue membership in US Sailing and to take any action it deems to be desirable and appropriate, in connection with its membership in US Sailing, including, without limitation, the payment of dues and the appointment of delegates who shall have the authority to vote for and represent the Association in matters relating to its interests.

ARTICLE XV

Amendments

This Constitution may be amended by the affirmative vote of two-thirds of all the delegates of the voting members present in person or by proxy at any duly constituted Meeting, provided that the amendment or a fair statement thereof shall have been set forth in the notice of the meeting and that the notice states that the amendment is to be acted upon at the meeting.





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