BY-LAWS OF THE
UNITED STATES 2.4mR Class Association, Inc
A Connecticut Corporation, Not For Profit
NAME & RESPONSIBLITIES
Section 1: The name of the Corporation shall be United States 2.4mR Class Association, Inc.
Section 2: The United States 2.4mR Class Association (referred to as NCA) shall be responsible for the affairs of the Class as granted by the International 2.4mR Class Association (referred to as the ICA).
Section 3: The NCA shall not be responsible for debts incurred by its officers, members or fleets.
The Principal Office of the Corporation shall be at such location and place within or without the State of Connecticut as the Board of Directors may from time to time designate.
The Corporate Seal shall bear the name of the Corporation, “United States 2.4mR Class Association.” and shall also bear the words “Connecticut” and “corporation not for profit.”
Section 1. Classes of Membership shall be as follows, with dues as stated. Dues may be adjusted from time as deemed necessary by the Executive Committee.
Gold Members $250.00/annum
Regular Members $75.00/annum
Temporary Members $25.00/regatta
Section 2. Gold Members. Gold Members will be entitled to register as many boats as they own and other privileges as determined by the Executive Committee.
Regular Members. General Members will be entitled to register one (1) for their annual dues, and pay a fee of $25.00 per additional boat.
Temporary Members. The fee of $25.00 will entitle these members to compete in any one regatta. At the discretion of the Board, this fee may be applied toward any of the other memberships, if the TM chooses to join the Class within 30 days of having competed in a regatta.
Section 3. Dues. Annual dues shall be payable by March 1st, and there will be a $20.00 penalty for any member not paid by that date.
Section 4. Voting Rights. Gold and Regular Members will have voting rights, and may exercise these rights in person or by proxy.
Section 5. Membership Cards. Upon receipt of dues the Class Treasurer or Secretary will issue membership cards.
Section 6. Registration. It shall be the responsibility of each 2.4mR owner to register their boat with the NCA. Each registered member of the NCA shall receive a Membership Sticker upon receipt of dues. This sticker shall be applied to the boat in accordance with Class Rules.
Section 7. Sail Numbers. Sail numbers will be assigned in sequential order of registering boats, starting with 100, and in general shall remain with the boat when ownership changes. Gold members will have the option of choosing personal numbers from numbers between 1 and 99, which they may retain as long as they are members of the Class.
Section 8. Responsibilities of Members. Members will be responsible to pay for any fees related to measuring the vessels that they own and wish to register with the Class. Owners are responsible for their vessels to comply with these Bylaws and ICA Class Rules.
Section 1. General Powers. The business, property and affairs of this Corporation shall be managed and its corporate powers exercised by the Executive Committee. The Executive Committee shall not be authorized to amend or modify the Articles of Incorporation or these Bylaws without a majority vote of the membership.
Section 2. Members of the Executive Committee. The Executive Committee shall be composed of the elected officers and no more than three other individuals who have been appointed to special positions such as Technical Advisor and a Regatta Chair.
Section 1. Officers. The Officers of the Corporation shall be a President, one or more Vice Presidents, a Class Measurer, a Secretary, a Treasurer, a Technical Advisor, and a Regatta Chair. 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 Executive Committee, or the President. Any two or more offices may be held by the same person, with the exception of the President.
Section 2. Term of Office. The term of office shall commence upon their election or appointment, which will coincide with that year’s Annual Meeting, and shall continue for 24 months. Upon the second anniversary of their election or appointment respective successors will be elected. An officer may resign by written notice to the Corporation and the resignation shall be effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation. The Executive Committee shall have the 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 Executive Committee.
Section 4. Removal. Any Officer elected or appointed by the Executive Committee may be removed by the Executive Committee whenever in its judgment the best interests of the Corporation would be best served.
Section 5. President. The President shall be the principal executive officer of the Corporation. He/she shall be in charge of the business and affairs of the Corporation; he/she shall see that the resolutions and directives of the Executive Committee are carried into effect, except in those instances in which responsibility is assigned to some other person by the Executive Committee.
Section 6. Vice President. In the absence or disability of the President the Vice President shall perform the duties and exercise the powers of the President and shall perform such other duties as prescribed by the President and/or the Executive Committee.
Section 7. Secretary. The Secretary shall attend all meetings of the Executive Committee and record all votes and the minutes of all proceedings. He/She shall give, or cause to be given, notice of all meetings of the Executive Committee for which notice may be required, and shall perform such duties as may be prescribed by the Executive Committee or the President, under whose supervision he/she shall act.
Section 8. Treasurer. The Treasurer shall cause the funds of the Corporation to be maintained at his/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 Executive Committee or the President. He/She shall disburse or cause to be disbursed the funds of the Corporation as may be ordered by the Executive Committee or the President, taking proper vouchers for such disbursements, and shall render to the President and the Executive Committee, at all regular meetings of the Executive Committee, or whenever they may require it, an account of all his/her transactions as treasurer of the Corporation.
Section 9. Class Measurer. The Class Measurer shall be responsible for obtaining, publishing, and enforcing the Class Rules, the measurement requirements for National Championships and conformity to the rules of the International 2.4mR Class. The Class Measurer will be responsible for maintaining records and providing certificates for boats in the Class that conform to Class Rules.
Section 10. Regatta Chair. The Regatta Chair shall be responsible for coordinating and acting as liaison between the Class and yacht or sailing clubs hosting Class regattas.
Section 11. Attendance and Participation. The Corporation’s officers shall attend and participate in all meetings of the Executive Committee.
Section 1. Committees. The Executive Committee, by resolution adopted by a majority of members then in office, or in the absence thereof, by the President, by declaration, may designate one or more committees, each of which shall consist of one or more of the Executive Committee. The committees, to the extent provided in said resolution or declaration, and not restricted by law, shall have and exercise the authority and act on behalf of the Executive Committee in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Executive Committee, or any individual member, of any responsibility imposed upon it or him/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/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, or unless such member shall resign from the committee.
Section 3. Chairman. One member of each committee shall be appointed Chair.
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 Executive Committee or declaration 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 Executive Committee.
Section 7. Nominating Committee. The Nominating Committee shall be authorized to solicit and to make
Nominations for the election of Officers from the record of Gold and Regular members and shall take into consideration demonstrated interest in the Class and diversification in areas.
INDEMNIFICATION AND INSURANCE
Section 1. The Corporation 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 (other than an action by or in the right of the Corporation) by reason of the fact
that he/she is or was an Officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as an Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit, or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.
Section 2. The Corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was an Officer, employee, or
agent of the Corporation, or is or was serving at the request of the Corporation as a Trustee, Officer, employee, or agent of another Corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to the best interests of the Corporation, and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his/her duty to the Corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section 3. To the extent that an Officer, employee or agent of the Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VIII, or in the defense of any claim, issue or matter therein, he/she shall be indemnified
against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection therewith.
Section 4. Any indemnification under Sections 12 and 2 of this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the Officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VIII. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of members of the Executive Committee who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested members of the Executive Committee so directs, by independent legal counsel in a written opinion.
Section 5. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized by the board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the Director, Officer, employee or agent to repay such amount, unless it shall ultimately be determined that he/she is entitled to be indemnified by the Corporation as authorized in this Article VIII.
Section 6. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested Officers, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an Officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 7. The Corporation may purchase and maintain insurance on behalf of any person who is or was an Officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as an 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 VIII.
Section 8. 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 nay such obligation would give rise to an act of self-dealing by a disqualified person or constitute a
taxable expenditure by the Corporation under applicable United States Internal Revenue Laws as now exists or as may hereafter be amended.
Section 1. Each fleet will require a minimum of five (5) boats, owned by a minimum of four registered NCA members.
Section 2. Each fleet shall be permitted to establish local rules and regulations on matters within its own jurisdiction, but these rules and regulations may not be contrary to these Bylaws.
Section 3. Each fleet shall be responsible for providing and administering its own local races.
Section 4. Each fleet will hold its own Annual Meeting, and forward a copy of its minutes to the NCA Secretary. In addition, each fleet will promptly advise the Secretary of the NCA of its election results.
Section 5. Each fleet shall be responsible for maintaining a roster of its members and members’ boats. Each fleet shall file its roster in January of each year with the NCA, and any members and/or boats entering a fleet after January will be registered with the NCA on a timely basis.
Section 1. All boats shall conform to Class By-Laws and Class Rules. Should an Active Member wish to protest the validity of a boat, a request for re-measurement shall be sent to the Class Measurer together with the agreed fee to cover the cost of re-measurement. An official measurer shall then be authorized by the Chief Measurer to carry out the re-measurement. The completed measurement documents shall then be forwarded to the Chief Measurer for a decision. If the boat is found to be not valid after re-measurement, the measurement fee shall be assessed to its owner.
Section 2. An event measurer shall report any deviation from the Class Rules to the Chief Measurer and the Member.
Section 3. When the deviation is corrected, an Owner shall have the boat re-measured.
Section 4. If the deviation is not corrected, the Chief Measurer or event measurer may either apply a penalty weight or issue a Notice of Non-Compliance. Boats that have been issued a Notice of Non-Compliance shall not be allowed to compete in Sanctioned or Championship Events.
Section 5. A Notice of Non-Compliance may be appealed to the Technical Committee.
Section 1. Racing Management. Events shall be managed in accordance with the US Race Management Manual.
Section 2. Sanctioned Events. The NCA shall have the power to sanction any 2.4mR championship series or race which is open to members of more than one fleet and when the series or race is a perpetual, semi-perpetual or open trophy. The NCA may grant the right or sanction a national or district championship to the ICA. Sanction may be withdrawn in the event that adequate cause for such withdrawal exists. If an event has been granted sanction for two (2) consecutive years there shall be no need to reapply for sanction. However, if an event has lapsed for two (2) or more years an application must be made for sanction.
Section 3. Regulations that Apply at Sanctioned Events.
- Eligibility to race in a sanctioned event requires that the Skipper be a member (either Gold, Regular or Temporary) of the US 2.4mR Class Association or another country’s NCA.
- The vessel being sailed must be currently registered with the NCA of sanctioning the event, another country’s NCA or the ICA.
- In the event that the boat is owned by a member of a foreign NCA, it must have a valid and current registration with the home country’s NCA.
- Unless chartered, a boat shall display the NCA assigned sail number of its owner. Any chartered boats may display a number other than her assigned number only if does not conflict with that of another vessel entered in the event.
- The Principal Race Officer for all sanctioned events and the International Jury for the World Championship shall be approved by the sanctioning authority. The sanctioning authority shall approve the sailing instructions and notice of race for all sanctioned events.
Section 4. Championship Events.
- Each year the sanctioning authority shall set dates, with approximately six month’s prior notice, for the National Championship. If any special events, such as mid-winter championships, are initiated by the NCA, these shall have a minimum of four months prior notice..
- Fleet Championships shall be set by fleet officers. The NCA may set limits on the number of qualified entries in any sanctioned event.
Section 5. Scoring.
- At all sanctioned events the Low Point Scoring System shall apply.
- The minimum number of completed races for a sanctioned event shall be three (3).
- The minimum number of races to be scored before a throw-out is awarded shall be six (6).
- Appeals of any measurement decisions concerning the By-Laws and Class Rules may be taken to the Technical Committee
- Any appeal must be filed within two weeks of the event of notification of the decision to be appealed.
- The appeal must be typewritten and include references to articles, paragraphs or rules on which the appeal is based. The name and address of the Race Committee and/or Measurer must be included.
- The Technical Advisor shall issue instructions on procedure and shall fix limits for the filing of answers and other information. Those failing to comply with such instructions may forfeit the right to be heard.
- In deciding any question, the spirit and intended meaning shall be considered rather than any technical misconstruction that might be derived from the wording. Precedent and established policies of the NCA shall also be taken into consideration. All rulings of the Technical Committee shall be preserved for future reference.
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 Executive Committee and committees having any of the authority of the Executive Committee.
Section 1. Annual Meeting of Members. An Annual Meeting of the Members shall be held each year at a time and place determined by the Executive Committee or the President.
Section 2. Special Meeting of the Executive Committee. Special meetings shall be held when directed by the President or by the Executive Committee or when requested in writing by the members representing a majority of those members entitled to vote at any such meeting.
Section 3. Notice. Written notice of the time, date, and place of each meeting of the Members or of the Executive Committee shall be e-mailed by the Secretary at least ten days prior to the date fixed for the holding of any such meeting. The notice of any meeting of the members shall be e-mailed to each Member of this Corporation qualified to participate and vote at the scheduled meeting. The notice of any meeting of the Executive Committee shall be e-mailed to each member of the Executive Committee
Section 4. Waiver of Notice. Notice of the time, date, and place of any meeting of the Members or of the Executive Committee may be waived by telegram, radiogram, cablegram, facsimile or any other writing either before or after such meeting has been held.
Section 5. Quorum. The presence in person or by proxy of the Members representing twenty percent of the members of this Corporation qualified to participate and vote at the particular meeting shall constitute a
quorum at any meeting of the Members. The presence in person of a majority of the members of the Executive Committee shall constitute a quorum of any meeting of the Executive Committee, notwithstanding anything to the contrary contained in these Bylaws.
Section 6. Members Qualified to Participate and Vote. Each person who is a paid member of this Corporation as of the record date 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 7. 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, which may include e-mail. All proxies must be filed with the Corporate before they shall be considered valid for the purpose of voting at any meeting.
Section 8. Record of Members. The books or records 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 books or records 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 11. 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
The fiscal year of the Corporation shall be the calendar year, unless otherwise fixed by resolution of the Executive Committee.
The By-Laws may be amended by the following procedure:
- Amendments may be proposed by a Standing Committee or by proposal from a fleet. In such a case, the proposal must have been approved by two-thirds of the members present at a fleet meeting, where advance notice of said meeting was provided to all of the respective fleet’s voting members.
- The proposed amendment must be received at the address of the NCA.
- When Amendments are requested via the mail, the Class Secretary shall inform all Active Members of the proposed amendment within 60 days by newsletter, special mailing or electronic means, and providing the deadline by which votes must be received. Approval of any amendment shall require a two-thirds vote received either in hard copy or electronic form by the published deadline date.
- When Amendments are proposed at the Annual Meeting, the proposed amendment must be received at the address of the Class Association at least 60 days in advance of the scheduled Annual Meeting to be included in the Agenda.
- The proposed amendment must then be forwarded to active members within 30 days prior to the Annual Meeting.
- The amendment must be approved by a two-thirds vote of the active members either in person or by proxy.
- Results of the balloting shall be printed in the next newsletter or in hard copy and/or electronic means to the membership
Exceptions to this procedure may be considered on a case by case basis by the Executive Committee with the consent of the membership.
The Corporation shall adopt such Policies as shall be determined by the Executive Committee, 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 Executive Committee, the President, or to a designated Committee
or Committee Chairman, as appropriate. The membership will then be notified of any such policy implementation.