The name
of the association is the J/105 Class Association, Fleet 23,
Article
II. Articles; Purpose of the Association
2.1
The purposes of the Association
are:
a) to
preserve the J/105's recreational features on the at J/105 events, and
b) to provide a non-profit forum for activities among the members of the
Association.
2.2 The
Association is organized and shall be operated exclusively for educational
purposes and to foster national and international amateur sports competition
within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Article
III. Eligibility For Membership
3.1 Any
“active member” of the national J/105 Class Association (the “National
Association”) may become an active member of the Association by paying the
annual dues of the Association applicable to active members for a calendar
year.
3.2 Any
“associate member” of the National Association may become an associate member
of the Association by paying any annual dues of the Association applicable to
associate members. Associate members shall not have any voting rights.
3.3 The
annual dues for active members and associate members shall be determined by the
Fleet 23 Captain and Treasurer and shall be based on the projected fleet
expenses for the year. A person shall be a member for the calendar year for
which his or her dues have been paid, unless the Fleet Captain and the
Treasurer shall otherwise determine and specify in a notice to all members.
3.4 By
participating in Fleet 23 Races, each member agrees to the provisions of these
Articles of Association, including without limitation Article XII below.
Article
IV. Officers of the Association
4.1 The officers of the association shall
be:
·
Fleet Captain
·
Secretary
·
Treasurer
·
Measurer
·
Such other officers as the members may
elect
4.2 Each
officer shall be elected for a term of one year commencing on October 1st and
ending on September 30th. Elections shall be held at the Annual Meeting of the
Fleet Officers shall hold office until a successor is elected or appointed as
provided in Article 4.7. The Fleet Captain shall be an Active Member in good
standing. The other officers may be either Active Members or Associate Members
in good standing.
4.3 The
Fleet Captain is the chief executive officer of the Association and presides at
meetings, rules on procedures, appoints special committees, and represents the
Fleet at J/105 related meetings and activities.
4.4 The
Secretary is responsible for the sending of notices of annual and special
meetings, for preparing minutes of each meeting and distributing copies to
Fleet members, and for maintaining the minute book.
4.5 The
Treasurer is responsible for maintaining a bank account and the financial
records of the Association, and for ensuring that all Fleet members' dues
payments are current, and for maintaining a current and accurate roster of
Active and Associate members with their mailing addresses, phone numbers, and
other relevant data.
4.6 The
Measurer determines whether the yacht of each owner conforms with
the J/105 Class Association Rules and makes such certification to that effect
as may be required. With the prior approval of the Fleet Captain, the Measurer
may engage a professional on a fee basis to perform the required measurements
or may accept the measurements of a US Sailing Association approved measurer.
The Measurer shall maintain a log for recording the date of purchase and
measurement of each sail. A Measurer shall not measure his own boat or sails
without confirmation by another party. An alternate measurer may be selected in
order to measure the any boat(s) in which a perceived conflict of interest may
exist for the Measurer. The Alternate Measurer may also assist the Measurer or
act in the Measurer’s stead if the Measurer is not available.
4.7 An
officer may delegate his duties and/or responsibilities as prescribed in
Articles 4.3, 4.4, 4.5, and 4.6 in whole or in part to another officer or
Executive Committee member on an interim basis.
4.8 In
the event a vacancy occurs in the Fleet Captain position, the Executive
Committee shall appoint a new Fleet Captain for the unexpired term. In the
event of a vacancy in any other position, the Fleet Captain shall appoint a
replacement to the vacated office for the remaining unexpired term.
4.9 If
so decided by a majority vote of Fleet Members, the offices of Secretary and
Treasurer may be held by a single individual.
Article V.
Executive Committee
5.1 An
Executive Committee consisting of all the officers (Fleet Captain, Secretary,
Treasurer, and Measurer) and the immediate past Fleet Captain (or Co-Captains)
and such additional elected Active Members such that Active Members shall
constitute a majority of the Executive Committee, shall assist the Fleet
Captain in interpreting the letter, spirit and intent of these Articles and
shall meet at the call of the Fleet Captain or any member of the Executive
Committee.
5.2 The
Executive Committee shall also serve as a Nominating Committee, and in such
capacity shall nominate the Fleet officers for election at the Annual Meeting.
No member of the Nominating Committee shall take part in any vote in which he
or she is being considered for office. In addition to the nominees selected by
the Nominating Committee, other persons may be nominated as prescribed in
Article VI.
5.3 A
majority of members of the Executive Committee, represented in person or by written
proxy at a duly called meeting, shall constitute a quorum for conducting any
business of the Executive Committee.
5.4 Meetings
of the Executive Committee may be conducted by telephone conference.
5.5 In
lieu of a meeting, any action of the Executive Committee may be taken by a
written resolution signed by a majority of the members of the Executive
Committee.
Article
VI. Meetings
The Fleet
shall meet at least once annually with such meeting to be held at a convenient
time following the conclusion of the last race counting for the Fleet season
championship (“Annual Meeting”). The Fleet Officers for the ensuing year, and
any additional Active Members needed to serve on the Executive Committee as
prescribed in Article 5.1, shall be elected at the Annual Meeting. Any person
wishing to serve or nominate another member to serve as an officer of the Fleet
may make such nomination by advising the Secretary prior to the mailing of
Notice of Annual Meeting or by notifying the Secretary at any time prior to the
election vote in the event such Notice has already been mailed. Notice of any
meeting shall be given at least 15 days prior to the date of the meeting, which
shall set forth the agenda of matters to be considered at the meeting and
provide proxy forms for Active Members unable to attend the meeting. The Notice
shall also provide the names of Fleet members placed in nomination for election
as officers.
A special meeting may be called by
either the Fleet Captain or by 40% or more of Active Members, upon at least 15
days prior written notice.
Article
VII. Quorum
Fifty
percent of the Active Members, represented in person or by written proxy, shall
constitute a quorum for conducting the Fleet's business. In the case of joint
ownership, only one Active Member, in the case of two or more, shall count in
determining a Quorum.
Article
VIII. Voting
Each
Active Member in good standing is entitled to one vote, which may be cast in
person or by written proxy. In the case of joint ownership, only one vote is
permitted per boat. The vote of the majority of Active Members present or
represented by proxy at a meeting shall prevail.
9.1 Except
as otherwise expressly provided in these Articles, all boats participating in
races designated by the Executive Committee or the members as “Fleet 23 Races”
shall comply in all respects with the rules of the National Association as in
effect at the time (the “National Rules”) and the rulings of the
Technical Committee of the National Association. Without limitation, the
National Rules contained in Section 1 (entitled “Objectives”) of the National
Rules, the National Rules regarding helmsmen (or driver) and crew
qualification, measurement, equipment, and sails (including sail purchase
restrictions) and the additional rules contained in Section 7 of the National
Rules shall apply for all Fleet 23 Races, except as otherwise provided herein.
9.2 For
purposes of this Article IX, all references in the National Rules to an “active
member” in Section 3 of the National Rules (entitled “Membership and
Eligibility”) shall be to an active member of the Association and all
references to an “associate member” shall be to an associate member of the
Association.
9.3 All
Fleet 23 Races shall be categorized as Level A, B or C in accordance with
National Rule 3.6 by the members of the Association except as
modified below. Levels shall be approved by the members in
accordance with Article VIII at least 45 days prior to the race. If the members
do not act to categorize any Fleet 23 Race by 45 days prior to the race, such
race shall be the “default” Level set forth in National Rule 3.7. The Fleet
Captain shall ensure that all categories of Fleet 23 Races so designated are
communicated in a timely fashion to the appropriate race committee or
organizing authority. Class Rule 3.6 is hereby modified such that the definition of Level A reads as
follows:
Level A: The crew aboard (excluding a 100% Owner)
shall be comprised of Group 1 competitors, except that one crew member may be either a Group 2 or Group 3 competitor unless the boat has a 100% Owner who is
a Group 2 or 3 competitor.
9.4 Notwithstanding
any US Sailing competitor eligibility determination for any individual, as long
as the Executive Committee of the National Association has not acted, the
Executive Committee shall have the authority to determine such individual's
status for purposes of Fleet 23 Races within the spirit of these rules and the
National Rules.
9.5 Notwithstanding
National Rule 3.10, the Executive Committee shall be the sole interpreter of
this Article IX and its application, provided that any such interpretation
shall be consistent with interpretations of the Executive Committee of the
National Association and the Technical Committee of the National Association of
the National Rules. Requests for waivers of eligibility should be
directed to the Fleet Captain prior to the start of an event.
9.6 All
class sails must be registered with the Measurer, on a yearly basis, on the
sail declaration form.
9.7 By participating in Fleet 23 Races, owners agree to permit any officer of the Association, any member of the Race Committee or their appointed representatives to board their boat for the purpose of inspection or measurement at any time during a Fleet 23 Race or within 24 hours before or after.
9.8 Addendum
to Class Rule 7.1 (Weight Limit) – The weight of no more than two Junior Sailors
up to 150 pounds each shall not be counted towards the class weight limit.
However, any excess of any Junior Sailor’s weight over 150 pounds is to be
included in that limit. In this rule 9.2, a “Junior Sailor” is a sailor who has
not reached age 16.
9.9 Unless
otherwise specified in the Sailing Instructions, weigh-ins shall not be required;
however the skipper must submit crew names and weights prior to the beginning
of the regatta.
Article X.
Amendment of Articles of Association
An Active
Member may propose an amendment to these Articles by submitting a written draft
to the Fleet Captain. The Secretary shall notify each Fleet member by mailing a
copy to each Fleet member not less than ten days prior to the Meeting at which
the proposed amendment will be considered. Amendments may only be considered at
the Annual Meeting or at a special meeting. To be adopted, a proposed amendment
must receive the affirmative vote of a majority of the quorum present or
represented by proxy at the meeting.
Article
XI. Enforcement of Articles
The
Executive Committee shall determine if there has been any violation of these
Articles in a J/105 regatta and the appropriate penalty to be imposed upon the
offending boat. The vote of a majority of the committee present at the meeting
and entitled to vote shall prevail. No member of the Executive Committee shall
participate in any proceeding in which his boat or the boat on which he crews sails is
being protested. Meetings of the Executive Committee may be conducted by
telephone conference.
Notwithstanding
the above, enforcement of these Articles in respect of a specific one-design
race or regatta may be sought by filing a protest with the protest committee
for such race or regatta.
Article
XII. No Liability; Indemnity
12.1 To
the maximum extent permitted by law, no member of the Association shall have
any liability whatsoever for any activities or obligations of the Association.
12.2 To
the maximum extent permitted by law, no officer or member of the Executive
Committee of the Association shall have any liability to the Association or any
of its members or any other person or entity for acts or omission of such officer
or member, other than acts or omissions involving intentional misconduct or a
knowing violation of law.
12.3 To
the maximum extent permitted by law, the Association shall indemnify and hold
harmless each officer or member of the Executive Committee of the Association
from and against any liability to any person or entity arising from acts or
omission of such officer or member in connection with the activities of the
Association and all legal fees and expenses incurred in connection therewith,
provided that the foregoing shall not apply to acts or omissions involving
intentional misconduct or a knowing violation of law.
12.4 The
officers of the Association are hereby expressly authorized to condition
participation by any boat in any Fleet 23 Race on each owner or partial owner
of such boat signing a statement substantially to the following effect:
“I agree, and confirm that each member of my crew has agreed,
that no person in any way or fashion involved in the sailing or racing of my
boat, including without limitation the J/105 Class Association, Fleet 23, Gulf
of Maine or any of its members or officers, shall have any liability or in any
way be responsible for or subject to any claim for any damage or harm that I or
such crew member may incur in connection with sailing or racing on my boat. I
further agree to indemnify and hold harmless each officer and member of the
J/105 Class Association, Fleet 23, Gulf of Maine from and against any claim or
liability in connection with such sailing or racing and all legal fees and
expenses incurred in connection therewith. The foregoing waiver of liability
and indemnification agreement shall be binding on my heirs, successors and
legal representatives, but shall not apply to acts or omissions of a person
involving intentional misconduct or knowing violation of law.”
Article
XIII. Miscellaneous
All
references to “mail,” “mailing” or “writing” shall include electronic mail or
mailing. All notices to the members shall be effective upon sending by
electronic mail or telefax or two days after sending
by mail to the electronic mailing addresses, fax numbers or mailing addresses
provided by the members.
IN WITNESS
WHEREOF: These Articles of Association will
become effective as of ___________
Fleet
Captain: Bill Hunt __________________________
Fleet
Secretary: __________________________Ned Semonite