ARTICLE I – THE CORPORATION
1. Name. The name of this Corporation is Narragansett Bay Yachting Association, Inc. (the “Association” or “NBYA”).
2. Offices. The principal office of the Association shall be located in the State of Rhode Island at such place or place as the Executive Committee may from time to time determine.
3. Flag. The Association burgee shall be a pointed flag with the fly one and one-half times the hoist. It shall be navy blue in color with a white quadrilateral field containing one blue star. The center of the field shall be one-third of the length from the staff and at the center line of the hoist. It shall be one-half the hoist in height and one-third the length in width. The star shall be one-third of the hoist in diameter and shall be located in the center of the quadrilateral field.
ARTICLE II – PURPOSE
The Association is formed for the purpose of encouraging yachting and yacht racing in Narragansett Bay and adjacent waters and to frame and unify the rules governing yacht racing to conform, insofar as practicable, with the rules of the United States Sailing Association. The Association shall act in advisory capacity when so requested by its member clubs and associations and shall render such other services in the interest of yachting and yacht racing as may come within its authority and jurisdiction. It shall maintain membership in the United States Sailing Association.
The Association is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the Association shall be distributable to or inure to the benefit of its members or officers except to the extent permitted under the law governing non-profit corporations in the State of Rhode Island and under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and its regulations from time to time promulgated. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
ARTICLE III – MEMBERSHIP
1. Classes of Membership. The membership of the Association shall consist of:
(a) Voting Members: Such yacht clubs and associations as may be admitted from time to time by action of the Executive Committee, and
(b) Non-Voting Members: Individual members who are members of clubs or associations recognized by the NBYA. There shall be several types of membership: Individual (Regular, Crew, Contributing and Sustaining), Family (Regular, Contributing and Sustaining), and Junior.
2. Application. Clubs, associations and individuals may make application for membership on such membership forms as may be determined by the Executive Committee.
3. Qualifications. Individual members shall have the privilege of attending all general meetings, and only individual members shall be eligible to hold office and to serve as committee chairmen and as members of the Nominating Committee.
ARTICLE IV – MEETING OF MEMBERS
1. Annual Meeting. An annual meeting of the Membership of the Association shall be held in the last quarter of each year at such date, time and at such place as the Executive Committee may determine for the purpose of receiving reports of the officers and Committees and the transacting of any other business which may legally come before the meeting. Business at any meeting of the Association shall be decided by a majority of the Voting Members present and voting, except as otherwise specified in these Bylaws.
2. Special Meetings. Special meetings of the Members of the Association may be called at any time by the Executive Committee, or may be called upon receipt of a written petition signed by five (5) Voting Members of the Association entitled to vote. Said petition shall be submitted to either the President or Secretary of the Association and shall be acted on within two weeks of receipt.
3. Quorum. At any annual or special meeting of the Members of the Association, 30 percent (30%) of the Voting Members of the Association entitled to vote shall constitute a quorum.
4. Proxies. Proxy votes will be accepted at the Annual Meeting or at a Special Meeting if the mailed ballot is received by the Secretary by the time the meeting is called to order. The ballot and explanation of the issues shall be included in the notice for the meeting.
5. Notice. Not less than ten (10) days prior to the Annual Meeting or to a Special Meeting, the Secretary shall mail a notice thereof to all Members at their address of record. The notice shall set forth the time, date and place of such meeting and the business to be transacted thereat.
ARTICLE V – OFFICERS
1. Election. The elected Officers of the Association to be elected from the membership shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be regular Members of the Association. Officers shall serve for a term of one (1) year, which term shall expire at the next Annual Meeting, or until their successors have been elected and qualified.
2. Powers and Duties. The various officers shall have such powers and duties as customarily appertain or are incident to their respective offices and, in addition, such powers and duties as the membership may confer or designate. Specifically:
(a) The President of the Association shall preside at meetings of the Executive Committee and of the Association. The President shall have and exercise general charge and supervision of the affairs of the Association and shall make regular reports to the Executive Committee at their meetings. The President shall be an ex-officio member of all committees except the Appeals Committee.
(b) The Vice President shall serve in the absence of the President and should a vacancy occur shall assume the office of the President until the next Annual Meeting. The Vice President shall be an ex-officio member of all committees except the Appeals Committee.
(c) The Secretary shall have the charge of such books, documents, and papers as the Executive Committee shall determine. The Secretary will attend all regular and special meetings of the Executive Committee and of the Association and shall keep Minutes of such meetings. The Secretary shall keep a correct roll of all associations, clubs, and individual members and of the delegates from such associations and clubs. The Secretary shall conduct such correspondence of the Association as may be directed by the Executive Committee.
(d) The Treasurer shall have custody of all funds, property, and securities of the Association, subject to the regulations imposed by the Executive Committee. The Association shall bond the Treasurer for the faithful performance of duties, in such sum and with such sureties as the Executive Committee shall determine. When necessary and proper, the Treasurer or another designee of the Committee may endorse for collection on behalf of the Association checks, notes, and other obligations, and shall deposit the same to the credit of the Association at such bank or depository as the Executive Committee may designate. The Treasurer, together with such Officer or Officers whom the Executive Committee may designate, shall sign all checks of the Association and all bills of exchange and promissory notes, unless execution thereof shall be expressly delegated by the Executive Committee or these Bylaws to some other officer or agent of the Association. The Treasurer shall enter regularly on the books of the Association the full and accurate account of all moneys and obligations received and paid or incurred for or on account of the Association. Such books will be available to the President of the Association and at all regular meetings of the Executive Committee and at the Annual Meeting of the Association. At the close of the fiscal year of the Association, the Treasurer will deliver such records to any selectee of the Executive Committee for any certified audited report. The Treasurer shall make a detailed report at each Annual Meeting of all receipts and disbursements by the Association and the money remaining in his or her custody. The Treasurer shall prepare a detailed budget for the ensuing year. The Treasurer shall be responsible for the preparation and execution of all tax returns that may be required by any state or federal agency.
(e) An Assistant Treasurer may be appointed by the Treasurer and approved by the Executive Committee to hold office until the next Annual Meeting. The Assistant Treasurer shall keep the record of dues payments, send out renewal notices, and notify the Committee when a member has lapsed and is to be dropped from the Membership. Other duties may also be assigned by the Treasurer who is responsible for all financial activities of the Assistant Treasurer.
3. Vacancies. In the case of any vacancies among the officers by death, resignation, disqualification, or any other cause, the Executive Committee shall elect a successor to hold said office until the next Annual Meeting.
4. Additional Appointments. In addition, the Executive Committee may appoint, from time to time, such additional Vice Presidents, Assistant Secretaries, and Assistant Treasurers as in its judgement may be necessary, to hold office until the next Annual Meeting. Such additional Officers shall be non-voting, ex-officio members of the Executive Committee.
ARTICLE VI – EXECUTIVE COMMITTEE
1. Appointment. The property, affairs, and activities of the Association shall be the responsibility of an Executive Committee consisting of the officers and the immediate past president who shall serve for one (1) year following his term of office as president, together with the following members appointed by the President and approved by the officers:
Chairman of the Cruising Class Committee
Chairman of the One-Design Class Committee
Chairman of the Appeals Committee
Chairman of the Junior Committee
Chairman of the Special Events Committee
Chairman of the Publications Committee
Chairman of the Social Committee
NBYA’s US Sailing Representative
One or more Members At Large
2. General Powers. The Executive Committee shall:
(a) Have full charge of the management of the Association.
(b) Make other appointments except to the Appeals Committee.
(c) Approve measurement rules and racing rules.
(d) Fill vacancies in any office.
(e) Take such action as it may consider necessary and expedient to promote the purposes of the Association.
3. Meetings. The Executive Committee shall meet at least quarterly and, in addition, the Executive Committee shall meet upon call by the President or upon written request filed with the Secretary or by any two (2) or more Executive Committee members. The Secretary shall give to each Executive Committee member reasonable notice of the time and place of each meeting of the Executive Committee. A quorum shall consist of a majority of the membership of the Executive Committee. Actions of the Committee shall be determined by majority vote of those present. There shall be no vote by proxy. The Committee may adopt such rules and regulations for the conduct of these meetings and for the management of the Association as they may deem proper, not inconsistent with these Bylaws, the Articles of Association or the laws of the State of Rhode Island.
4. Teleconference Meetings. Meetings of the Executive Committee may be held by means of a telephone conference circuit and connection to such circuit shall constitute presence at such meeting.
5. Actions Without a Meeting. Unless otherwise restricted by the Association’s Articles of Association or these Bylaws, any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before or after such action by all the members of the Executive Committee. Such written consent shall be filed with the records of the Association.
ARTICLE VII – APPEALS COMMITTEE AND APPEALS
1. Appointments. There shall be an Appeals Committee which shall consist of six (6) members. Two (2) members shall be appointed by the President to serve until January 1, 1991, two (2) to serve until January 1, 1992, and two (2) to serve until January 1, 1993. Thereafter, following each general meeting, the President shall appoint one (1) member as Chairman; and if a vacancy occurs in the Committee, he shall fill such vacancies.
2. Duties. It shall be the duty of the Appeals Committee to hear and decide all appeals in conformity with the Racing Rules.
ARTICLE VIII – CRUISING CLASS COMMITTEE
1. Appointments. The Cruising Class Committee shall consist of the Chairman, a Measurer appointed by the Chairman and such additional members as the Chairman may from time to time appoint.
2. Duties. It shall be the duty of the Cruising Class Committee to arrange for cruising class regattas sponsored either by member clubs or associations or by NBYA.
3. Records. The Cruising Class Committee shall maintain an accurate and complete record of the standings of all yachts which compete in such regattas. The season championships shall be determined from its records, and all NBYA championship prizes for the Cruising Class shall be awarded accordingly.
4. Measurer. The Measurer shall:
(a) Pass upon the qualifications of those persons proposed for appointments as measurers and make recommendations to the Executive Committee for their confirmation or rejection;
(b) Instruct measurers; and
(c) Keep a record of the measurement certificates and ratings of cruising class yachts registered with NBYA.
ARTICLE IX – ONE-DESIGN COMMITTEE
1. Appointments. The One-Design Committee shall consist of the Chairman and such additional members as the Chairman may from time to time appoint.
2. Duties. It shall be the duty of the One-Design Committee to arrange for One-Design regattas sponsored either by member clubs and associations or by NBYA.
3. Records. The One-Design Committee shall maintain an accurate and complete record of the standings of all yachts which compete in such regattas. The season championships shall be determined from its records, and all NBYA championship prizes for One-Design classes shall be awarded accordingly.
ARTICLE X – JUNIOR COMMITTEE
1. Appointments. The Junior Committee shall consist of a Chairman and such additional members as the Chairman may from time to time appoint.
2. Duties. It shall be the duty of the Junior Committee to coordinate to the extent it deems advisable programs of sailing instruction among member yacht clubs. It shall sponsor such junior regattas, instructional symposiums and other activities as it shall from time to time determine for the purpose of encouraging junior sailing and racing on Narragansett Bay.
ARTICLE XI – SPECIAL EVENTS COMMITTEE
1. Appointments. The Special Events Committee shall consist of the Chairman and such additional members as the Chairman may from time to time appoint.
2. General Duties. The Special Events Committee shall have overall responsibility for the elimination races leading to the championship events of the United States Sailing Association.
3. Class Development. The Special Events Committee shall be responsible for class development.
4. Other Activities. The Special Events Committee shall be responsible for such other activities as may be assigned to it.
ARTICLE XII – PUBLICATIONS COMMITTEE
1. Appointments. The Publications Committee shall consist of the Chairman and such additional members as the Chairman may from time to time appoint.
2. Duties. It shall be the duty of the Publications Committee to cause the publication of all newsletters for NBYA. It shall also have the responsibility for publishing the annual program book, yearbook and such other publications as may be required by the Executive Committee.
ARTICLE XIII – SOCIAL COMMITTEE
1. Appointments. The Social Committee shall consist of the Chairman and such additional members as the Chairman may from time to time appoint.
2. Duties. It shall be the duty of the Social Committee to provide for and have charge of entertainment and social functions for NBYA.
ARTICLE XIV – REPRESENTATIVE TO US SAILING
1. Duties. The Association’s representative to US Sailing shall:
(a) Attend the Annual Meeting of US Sailing and such other meetings as may be called by the President of US Sailing.
(b) Represent the Association on the Council of Sailing Associations (CSA) and shall attend meetings of CSA when they are called by the Chairman of CSA.
(c) Represent the Association at meetings of the New England Yacht Racing Council as may be called by the President of the New England Yacht Racing Council.
(d) Insure that proposals for changes that may be brought before CSA and may impact the Association are carefully considered and voted on in the best interest of the Association.
(e) Exchange information with yacht racing associations on matters of mutual interest.
(f) Keep the Association informed in a timely manner regarding decisions on advisory matters that will result from US Sailing or CSA meetings where they impact the Association.
ARTICLE XV – NOMINATING COMMITTEE
1. Appointment. There shall be a Nominating Committee consisting of the immediate past president and four (4) additional members who shall be appointed by the President and approved by the Executive Committee. To the extent possible, the members of the Nominating Committee should be appointed from the persons serving as delegates of the member clubs and associations. The chairman of the Nominating Committee shall be elected by the Nominating Committee.
2. Duties. The Nominating Committee shall propose nominees for offices of President, Vice President, Secretary, and Treasurer and a slate of six (6) candidates for the new Nominating Committee. It shall also assist the Executive Committee by proposing appointees to fill the Executive Committee vacancies.
3. Notification. The Nominating Committee Chairman shall notify the Secretary of the Committee’s selection, and the Secretary shall notify all delegates in writing not later than September 15th.
4. Counter Nominations. Counter nominations for any office may be made from the floor at the Annual Meeting.
ARTICLE XVI – FISCAL YEAR
Each fiscal year of the Association shall begin on January 1 and end on December 31 unless as provided otherwise by the Executive Committee.
ARTICLE XVII – CONTRACTS
All contracts that involve the acquisition or the sale of any real property must be approved by a vote of two thirds (2/3) of the Voting Members at a meeting called for that purpose. All other contracts must be approved by a two thirds (2/3) vote of the Executive Committee at any regular or special meeting. No person or persons may sign any contract for the Association unless they are specifically authorized to do so by the motion to approve such contracts at either or both the meetings of the Executive Committee and the Members of the Association.
ARTICLE XVIII – PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
No Member, Officer, Executive Committee Member, or any other private individual shall receive at any time any of the earnings or pecuniary profit from the operations of the Association provided that this shall not prevent the payment to any such person of reasonable compensation for services rendered beyond those involved in being an Officer, member of the Executive Committee, and a member of the Association as specified in these Bylaws, to or for the Association in carrying out any of its tax-exempt purposes; and no such person or persons shall be entitled to share in the distribution of any of the Association’s assets upon the dissolution of the Association.
All members of the Association shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Association, whether voluntary or involuntary, the assets of the Association, after all debts have been satisfied, those resources remaining in the hands of the Executive Committee hall be distributed, transferred, conveyed, delivered, and paid over, in accordance with the Articles of Incorporation of the Association.
ARTICLE XIX – AMENDMENTS
Amendments to these bylaws may be adopted at any meeting of the NBYA by a two-thirds vote, provided that notice of the meeting shall have contained such amendments in full, or by unanimous vote of the associations and clubs represented at such meeting where the notice of the meeting shall not have contained such amendments. Voting on amendments so proposed may be by mail, by delegates present in person, or by proxy. Amendments shall take effect immediately following adoption unless otherwise specified. No Amendments may be made that alter the Articles of Incorporation or prevent the Association from qualifying or continuing to qualify as an exempt corporation under the laws of the State of Rhode Island or the codes of the Internal Revenue Service as these regulations presently exist or may hereafter be amended.
ARTICLE XX – PARLIAMENTARY AUTHORITY
Parliamentary Authority. The rules contained in Robert’s Rules of Order New Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.
ARTICLE XXI – DUES
Annual dues shall be as established by the Executive Committee.
ARTICLE XXII – RESIGNATION AND EXPULSIONS
The membership of any club, association, or individual in the NBYA may be forfeited by voluntary withdrawal, by disbandment, or by a 2/3 vote of all votes at any general meeting of the Association.
ARTICLE XXIII – INDEMNIFICATION
The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was an officer or member of the Executive Committee against expenses (including attorneys’ fees), judgments, fines, and amounts paid into settlement, to the extent permitted by law.
ARTICLE XXIV – ORDER OF BUSINESS
At all meetings of the membership, the order of business shall be as follows:
- Roll Call
- Reading minutes of previous meeting
- Report of officers and committees
- Old business
- Election of officers
- New business