Catalina 320 |
The following bylaws are inclusive of all prior Constitution and Bylaws governing the Catalina 320 International Association.
Bylaws of the Catalina 320 International Association, Inc.
ARTICLE I – NAME The Association shall be known as the Catalina 320 International Association, Inc., hereinafter called Association.
ARTICLE II – OBJECTIVES The Association is a Maryland non-profit corporation organized to coordinate Catalina 320 inter-fleet cruising activities, one-design racing, and to serve as a central media for distribution of information and publicity pertinent to Catalina 320 yachts. The Association is dedicated: A. To promote and maintain the one-design characteristics of the Catalina 320 yacht. B. To promote the education of safe boating and the care and maintenance of Catalina 320s. C. To cooperate with other yachting organizations. D. To coordinate cruising and social activities. E. To provide a subscription to the Catalina Owner’s magazine Mainsheet.
ARTICLE III – JURISDICTION A. The Association has jurisdiction over all Catalina 320 class activities. Its Bylaws and Catalina 320 One Design Racing Rules and Specifications are binding upon all Members and Fleets. B. Prior to the eliminating or deviating from any of the requirements set forth in this document, written permission must be obtained from the Association. C. All disputes concerning the interpretation of the contents of this document shall be resolved by the Governing Board of the Association, and all such decisions shall be considered final. D. The Association reserves the right to declare ineligible any Member who does not conform to the spirit, as well as the letter of, this document. E. The Association shall not be liable for any debt contracted by its Officers, Fleet Officers, or members other than the expenditures authorized by budget, or upon the written order of the Commodore and approval of the Governing Board.
ARTICLE IV – ORGANIZATION A. A Catalina 320 owner may join the Association through a Fleet or by contacting the Association directly. B. A Fleet is the territorial unit, as designed by the Association, open to all eligible persons within its area. It elects its own Officers who must include a Fleet Captain, Assistant Fleet Captain, and Fleet Secretary/Treasurer. A Fleet is self-governing in all local matters not conflicting with the Association's Bylaws or Catalina 320 One Design Racing Rules and Specifications and has the authority to accept or reject application for fleet memberships. C. Owners of Catalina 320s in areas where no fleet exists may make application to the Secretary/Treasurer of the Association to become a Member of the Association. Members unattached to a fleet are encouraged to make application to the Commodore of the Association to form a Fleet.
ARTICLE V – MEMBERSHIP A. Regular Member - A Regular Member is an owner or part owner of a Catalina 320. He/she has the following privileges: holding office, voting, racing and membership in a Catalina 320 Fleet, if one exists in his/her area. B. Supporting Member - A Supporting Member is a person who does not currently own a Catalina 320. This person does not have voting privileges, cannot hold office, but can command a Catalina 320 in sanctioned races. Supporting membership may include a Mainsheet subscription, at the Member’s request. C. Charter Member - In its organizational phase, a Member will be classified as a Charter Member by becoming a paid Member in good standing on or before September 30, 1995. D. Honorary Member - An Honorary Member is a person selected by the Association who has an active interest in the welfare of the class. Honorary members will not hold office, vote, or pay dues. ARTICLE VI – GOVERNING BOARD A. Nominations & Elections - The Commodore shall solicit new Officers and report to the membership at or before the annual meeting. Additional nominations may be accepted from the floor at the annual meeting. Balloting will take place at the annual meeting. The results of the election shall be included in the Mainsheet. If authorized by resolution of the Governing Board, and in lieu of an annual meeting, Members may vote by mail or any appropriate electronic media provided, however, that in no event shall removal of any Officer be conducted by use of a mail or technology ballot. B. Term of Office - Officers shall assume their duties November 1 (or immediately after the annual meeting) and shall serve for 12 months. Mid-term vacancies shall be filled by appointment by the Governing Board and the person so elected shall serve until the expiration of the term of the vacating Officer. C. Governing Board – The Governing Board shall consist of each member serving as an Officer or as a co-Officer. With the exception of the Secretary/Treasurer, an Officer may hold more than one position. Officers shall be Regular Members in good standing and shall perform the following duties: a. Commodore - Shall preside at meetings, serve as Chairman of the Governing Board and appoint special committees as required. The Commodore shall be responsible for formation and maintenance of Fleets. The Commodore is responsible to notify the membership of Association events. The Commodore shall provide leadership to promote membership growth and interest in Catalina 320 boat ownership. b. Vice Commodore - Shall be responsible for arranging the Annual Regatta and the Annual Meeting. He/she shall delegate, as necessary, any responsibility for these events to the selected Host Fleet Race Chairman or Committee. The Vice Commodore shall perform the duties of the Commodore in his/her absence, and shall serve as Commodore for the unexpired term, should the office of Commodore be vacated for any reason. The Vice Commodore shall maintain the Association Bylaws and initiate all changes, amendments, revisions and balloting concerning the Associations’ corporate documentation. c. Secretary/Treasurer - The Secretary/Treasurer shall be responsible for correspondence, recording the minutes of all meetings, notification to the membership of all special events and maintaining the history of the Association. The Secretary/Treasurer (or designee) shall maintain the current records of Members, Fleets, Fleet Officers and Mainsheet mailing list. He/she shall maintain the financial records of the Association; deposit funds; and disburse funds based upon the budget or approval of the Governing Board. The Secretary/Treasurer shall account for the income and expenses of the Association, submit an annual operating budget to the Governing Board for approval, and shall submit an annual financial statement at the annual meeting. Copies of the annual financial statement may also be obtained from the Association Secretary/Treasurer by request. The Secretary/Treasurer shall be a resident of the US. d. Webmaster(s) – Shall be responsible for maintaining and improving the association website, including renewing domain name registrations and ISP contracts. e. Association Mainsheet Editor - Shall be responsible for soliciting articles for Mainsheet and editing such articles, ensuring appropriate grammar and spelling, flow consistency, and technical correctness. Shall prepare the articles in the appropriate format required by the Mainsheet publisher. Shall upload the articles and pictures, if any, to the publisher’s website within the timeframes required by the publisher. f. Association Technical Editor – Shall be responsible for soliciting, choosing, writing, editing and formatting articles of interest to C-320 International Association members on the subject of maintenance, repair, installation and upgrade of the hull, rigging, systems and equipment of the Catalina 320 for timely submission to the Mainsheet Editor for publication in the four quarterly issues each year. Shall be the liaison to the Catalina factory on technical issues. D. Quorum - shall consist of a majority of the positions constituting the Governing Board. E. Enforcement - The Governing Board shall have the authority to enforce its decisions by suspensions of entire Fleets or individual Members. Each Officer is entitled to one vote. F. Any Officer may resign at any time upon written notice to the Governing Board, the Commodore, or Secretary/Treasurer. Any such resignation shall take effect upon receipt of the notice, unless a later date is specified therein. G. Any Officer may be removed with or without cause by the affirmative vote of two-thirds (2/3) of the Members present at an annual or special Member meeting at which a quorum is present, provided that notice of the proposed removal was included in the notice of the meeting. For the purposes of this Section VII.G, grounds for removal “with cause” shall include, without limitation, failure of any Officer to attend at least fifty percent of the Governing Board meetings held during any consecutive twelve month period.
ARTICLE VII – ASSOCIATION MEETINGS & REGATTAS A. Annual Meeting – highly desirable to be held at the Annual Regatta. In the event that a regatta is not held, the annual meeting will be at some event such as a Catalina Rendezvous or sailboat show where a significant number of members may already be attending. The annual meeting shall be held by November 1. In the event an annual meeting is not held, the Commodore shall provide a summary of Association activities and publish such summary in Mainsheet, on the Association website, and distribute to the Members by any appropriate technology. B. Regatta - Each year the Association will attempt to schedule at least one event at some location for the purpose of getting members together for racing, social activities and/or conducting Association business. The sites and dates of the regattas shall be selected by the Governing Board. The various Fleets will be given the opportunity to host and sail in the event. Should a prize and/or trophy be awarded, the recipient boat owner shall be an Association Member. C. Quorum – Ten (10) Members in good standing representing ten (10) yachts and a majority of officers present or attending by phone or appropriate electronic media shall constitute a quorum.
ARTICLE VIII – VOTING A. Each Catalina 320 Member yacht shall be entitled to cast one (1) vote. B. No proxies shall be allowed.
ARTICLE IX – AMENDMENTS Except as otherwise required by law or provided in the Articles of Incorporation, these Bylaws may be amended, altered, or repealed only by the Governing Board; provided that the Members shall approve any changes to the Bylaws which affect Member voting rights.
ARTICLE X - SUSPENSION Any Officer or Member may be suspended or expelled by a two-thirds vote of the membership present at the annual meeting for conduct or action deemed prejudicial or injurious to the Association.
ARTICLE XI – SAFETY A. Safety - Members and guests attending Association and Fleet activities shall agree to operate their yachts in a safe manner at all times. The decision of whether or not to participate in an event and the decision whether or not to start or continue in an activity is the sole responsibility of the Member and not that of any person sponsoring or undertaking such activity. Members shall inform all crew members and guests of their responsibility to sail safely, including the prudent use of alcoholic beverages during Association and Fleet functions. B. Annual Inspection - All Members are encouraged to inspect their yachts annually to insure that they meet or exceed the United States Coast Guard safety standards. Boats participating in Fleet activities and/or the Association Regatta shall meet or exceed the United States Coast Guard safety standards.
ARTICLE XII – GOVERNING RULES The Bylaws and Catalina 320 One Design Racing Rules and Specifications of the Catalina 320 Association shall be the governing rules of this Association.
ARTICLE XIII – DISSOLUTION The Association may be dissolved only with authorization by its Governing Board given at a special meeting called for that purpose and with subsequent approval by a two-thirds (2/3) vote of the voting Members present. Upon the dissolution of this organization, after payment in full of all its debts, obligations, and necessary final expenses, or after the making of adequate provision therefore, remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE XIV – NON-DISCRIMINATION Neither membership, nor full participation in the activities of this Association, shall be denied to any person on account of race, color, religion, sex, age, national origin, sexual orientation or disability.
ARTICLE XV – INDEMNIFICATION The Association shall, to the maximum extent permitted under Maryland law, indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts or damages, including reasonable attorney’s fees, actually and reasonably incurred in connection with any proceeding arising by reason of the fact that the person is or was an agent of the Association. For purposes of this Article, an “agent” of the Association includes any person who is or was an Officer, employee, or agent of the Association, or who is or was serving at the request of the Association as an Officer, employee, committee member, or agent of any other entity. ARTICLE XVI – CONTRACTS, LONAS, DEPOSITS A. Contracts – The Governing Board may authorize any agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. B. Loans – No loans shall be contracted for on behalf of the Association and no evidence of indebtedness shall be issued in the name of the Association unless authorized by a resolution of the Governing Board. Such authority shall be confined to specific instances. No loan shall be made to any Officer, agent or Member of the Association. Members may make loans to the Association. C. Checks, Drafts and Orders for Payment – All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by one or more Officers or agents of the Association, in the manner as shall from time to time be determined by resolution of the Governing Board. D. Deposits – All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Governing Board may select.
ARTICLE XVII – MISCELLANEOUS A. Fiscal Year - The Fiscal Year of the Association shall be January 1st through December 31st. B. Books and Records – The Association shall prepare and maintain correct and complete records of account and shall also keep minutes of the meetings of its Members, Governing Board, and committees. It shall keep at its registered or principal office a membership book of the name and address of each Member.
ARTICLE XVIII – FLEET CHARTERS A. The purpose of a Fleet is to foster and promote the Catalina 320 class activities at the local level and to encourage participation by the individual Members of a Fleet. B. A new Fleet, consisting of three or more Catalina 320 owners, may be chartered upon application to the Commodore of the Association. C. Fleet Charters may be granted, suspended or revoked by the Association Governing Board. It shall take a two-thirds (2/3) vote of the Governing Board to suspend or revoke a charter. Charters can be suspended or revoked for: a. Failure to maintain, in good standing, a membership of three Catalina 320s owners. b. Failure to file an annual report of Fleet members and dues if so requested by the Association Governing Board. c. Failure to comply with the Association Bylaws if so requested by the Association Governing Board. D. Suspended Fleet Members and ineligible Catalina 320 yachts shall be barred from participation in any of the Catalina 320 races and activities. They cannot be reinstated until they fulfill all Association requirements. E. The Association Members in good standing of a suspended Fleet which failed to maintain the minimum membership shall be reclassified as unattached Members until such time that their Fleet is reinstated. F. Fleet Members of Fleets which are suspended or revoked for reasons other than minimum membership shall have their Association membership suspended until such time that their Fleet is reinstated.
ARTICLE XIX – FLEET ELECTIONS A. Annual Election - The annual election of Fleet Officers shall be held by September 20. Results of the election shall be filed by the Fleet Secretary with the Association Secretary/Treasurer not later than September 30. B. Minimum Number of Officers - Each Fleet shall have as a minimum a Fleet Captain, Assistant Fleet Captain, and a Fleet Secretary/Treasurer.
ARTICLE XX – RENEWAL OF FLEET CHARTERS A. Fleet Treasurer - shall file with the Association Secretary/Treasurer a corrected fleet roster of members showing name, address, phone number, hull/sail number, yacht name, and berthing information by September 30. B. Fleet Captain - shall file an annual fleet report with the Commodore of the Association each year two weeks prior to the annual meeting. The Fleet Report shall consist of: a. Names, addresses and phone numbers of Fleet Officers. b. Summary of meetings, newsletter content, racing, cruising and social programs and general interest items such as championship or special awards, sailing conditions, pictures and articles.
ARTICLE XXI – FLEET NEWSLETTERS All Fleets are encouraged to publish a newsletter and send a copy of their newsletters to the Commodore.
ARTICLE XXII – FINANCES A. Association Dues - The Governing Board shall set reasonable Association dues. The dues are not prorated, but begin and end on the anniversary of the Member's application. B. Fleet Dues - shall be determined by each Fleet and retained for use by the Fleet. C. Collection of Dues - The Association dues shall be collected by the Association Secretary/Treasurer or designee. D. In the event a Member of any status elects to terminate his membership in the Association, all fees and dues shall be forfeited. E. The Association shall not be liable for any debts contracted by its Officers, Fleet officers, or Members other than the expenditures authorized by the Governing Board. F. The Governing Board shall have the power to contract for any of its business services and will review the contract annually for continuation, compensation, responsibilities and performance. All Governing Board Members are expected to keep expenses to a minimum. G. The Association shall pay limited expenses of the Governing Board Members. These expenses shall include the reimbursement for supplies, postage, phone calls, etc. for the conduct of Association business. Meals, lodging, and transportation to and from official meetings and other Association events are not reimbursable. H. Special assessments and special or unusual expenditures must be approved by two-thirds of the votes cast by Catalina 320 Member yachts either in person, by mail, or by the use of any appropriate technology.
ARTICLE XXIII – PRINCIPAL OFFICE The principal office and place of business of the Association shall be in Columbia, Maryland, or at such other location as the Governing Board may from time to time determine.
Bylaws Approved: September 24, 1994 Restated and Amended: August 23, 1997 January 31, 2008 February 1, 2011 February 17, 2012 |