Tartan Ten National By Laws

10-09-12 Revision

ARTICLE 1: OFFICES

The Association shall continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office and may have other offices within or without the State.

ARTICLE 2: MEMBERS

2.1)  Classes of Members: The Association shall have one class of voting members. The other classes of non-voting members may be established by the Board of Directors.

2.2) Election of members: Any owner, owner in partnership or bona fide season charterer of a boat eligible for registration as a T-Ten may apply for membership in the Association. If possible, he should join through the Fleet on whose waters he normally sails. Association dues shall be not less than $25.00 per year, payable on or before May 1 of each year and shall be paid before the member can be in good standing with the Fleet or Association. Association dues may be changed by the Board of Directors. New members may join and pay dues at any time. All memberships expire on March 31st of the following year.

2.3) Fleet Charters: The Fleet is a territorial unit open to all eligible individuals within its area. It elects its own officers, one of whom must be the Fleet Secretary. A new Fleet may apply for charter to the Board of Directors. To be eligible for consideration for a charter, the new Fleet must have at least three members of the association and must not be within the territory of an existing Fleet.

2.4) Voting Rights: Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. If there are multiple owners or charterers of a single boat they must designate who is to cast their single vote. Voting on any Rules change shall be by written ballot mailed to each member and shall be accompanied by a written report of the Chief Measurer on such change. The Board of Directors may authorize other written ballots as necessary.

2.5) Termination of Membership: Membership is terminated by failure to renew the annual Association dues or by failing to be the owner or season charterer of a T-Ten as specified in Section 2 above, at the time of renewal.

2.6) Membership Certificates: Membership certificates of the Association may be required. Such certificates shall bear the signatures or facsimiles thereof, of the treasurer, and shall bear the Association seal or facsimile thereof. The name and address of each member shall be entered on the records of the Association. If any certificates shall become lost, mutilated, or destroyed, a new certificate may be reissued.

2.7) Transfer of Membership: Membership in this Association is not transferable or assignable.

2.8) Residency and Citizenship: There is no restriction on residency or citizenship with respect to membership; however members shall inform the Association of any change in residence, so the member may be kept informed of Association business.

ARTICLE 3: MEETINGS

3.1) Annual Meeting: An annual meeting shall be held at such time and place as may be designated by the Board of Directors, and, if possible, concurrent with, and at the same place as the North American Championship Regatta.

3.2) Notice of Meeting: Written notice stating the place, date, and hour of any meeting of members shall be mailed to the last known address of each member entitled to vote at such meeting, not less than 30 or more than 60 days before the date of such meeting.

3.3) Quorum: The members holding 15 of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting and reconvene at any time without further notice. At any reconvened meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

ARTICLE 4: BOARD OF DIRECTORS

4.1) General Powers: The affairs of Association shall be managed by its Board of Directors.

4.2) Number, Tenure, Qualification: The Board of Directors is composed of the duly elected officers of the Association numbering ten, and all requirements as set forth in these bylaws as are applicable to officers are also applicable to the Board of Directors. Directors must be members of the Association. When the immediate past president is unable, unwilling or otherwise unqualified to serve, the number of Board Directors shall be nine.  The Board of Directors may be referred to as the “Board of Governors” in the T-10 Class Rules.

4.3) Regular Meetings: The Board of Directors shall meet at such time and place as may be designated by the Board at least once per year, but may meet more frequently as the business of the Association demands. The Board of Directors may provide by resolution the time and place for the holding of regular meetings of the board without other notice than such resolution. An annual meeting shall be held, if possible, concurrent with, and the same place as the North American Championship Regatta.

4.4) Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any 3 directors who notify the president in writing of such request. The person or persons authorized to call special meetings of the board may fix any reasonable place as the place for holding any special meeting.

4.5) Notice: Written notice of any special meeting of the Board of Directors, shall be mailed not less than 14 days prior to the date of the meeting.

4.6) Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice.

4.7) Manner of Acting: The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, these by-laws, or the Articles of Incorporation.

4.8) Vacancies: Any vacancy occurring in the Board of Directors by resignation or otherwise, shall be filled by an affirmative vote of the majority of the Board of Directors, for the non-expired term of the preceding Director.

4.9) Compensation: Directors shall not receive any stated salaries for their services as board members, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for each regular or special meeting of the board; provided that nothing herein contained shall be construed to preclude any director from serving the Association in any other capacity and receiving reasonable compensation therefor.

ARTICLE 5: OFFICERS

5.1) Officers: The officers of the Association shall be a president, a vice president, a treasurer, a secretary, a chief measurer, a national fleet captain, the regional vice presidents as defined in this Article, the immediate past president and other officers as may be elected by the members. Officers whose authority and duties are not prescribed in these by-laws shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors.

5.2) Election and Term of Office: The officers of the Association shall be elected annually by the members at the regular annual meeting of the members. In addition to the slate presented by the Board of Directors, candidates may be nominated from the floor, at the annual meeting. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the members. Each officer shall hold office until his successor has been duly elected and assumes office, or until his death, resignation, or removal from office as hereinafter provided. Election of an officer shall not itself create contract rights. Only members in good standing shall be eligible for office.

5.3) Removal: Any officer elected or appointed by the members may be removed by the members with a two-thirds majority vote by all members of the Class. Such removal shall be without prejudice to the contract rights if any, or the person so removed.

5.4) President: The President shall be the principal executive officer of the Association and shall be in charge of the business and affairs of the Association, subject to the direction and control of the Board of Directors. He shall discharge all duties incident to the office of president and such other duties, as may be prescribed by the Board of Directors. He shall preside at the meetings. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Association or a different mode of execution is expressly prescribed by the board of Directors or these by-laws, the president may execute for the Association any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed; and the President may accomplish such execution individually or with the secretary or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.

5.5) Vice President: The vice president shall assist the president in the discharge of his duties as the president may direct. He shall perform such other duties as from time to time may be assigned to him by the president or in the event of the president’s refusal to act, the vice president shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all restrictions upon the president. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Association or a different mode of execution is expressly prescribed by the Board of Directors or these by-laws, the vice president may execute for the Association any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the Association and either individually or with the secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.

5.6) Treasurer: The treasurer shall be the principal accounting and financial officer of the Association. He shall; (a) see to the responsibility of the maintenance of adequate books of account for the Association, (b) have charge and custody of all funds and securities of the Association, and be responsible therefor, and for the receipt and disbursement thereof; and (c) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president, or the Board of Directors. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

5.7) Secretary: The Secretary shall record the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the Association records and of the seal of the Association; keep a register of the residence address of each member which shall be furnished to the secretary by such member; act as editor of the Association newsletter; and perform all  duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president, or the Board of Directors.

5.8) Chief Measurer: The chief measurer shall maintain the Official Class Measurement Rules as adopted, modified and interpreted. He shall act as editor for publication of Class Measurement Rules. He shall supervise all measurements at the North American Regatta.  He shall act as chairman of the Class Measurement Rules Committee, and concurrent with said Committee shall issue modification and interpretations of Rules as prescribed by the Board of Directors. The Chief Measurer is responsible for the measurement of all the boats with the assistance of local fleet measurers.  He shall act as the supervisor of all the local fleet measurers.  He shall be responsible for communication and coordination with all the local fleet measurers and shall keep all local fleet measurers informed about any activities and initiatives of the Association and the Class Measurement Rules Committee.

5.9) Immediate Past President: The immediate past president shall be the immediate past president of the Association.  While this officer is elected annually by the members as specified in Section 5.2, the only person qualified for this office is the immediate past president of the Association.  Therefore, if the immediate past president of the Association is unwilling, unable or unqualified to serve, or that person fails to be elected by the members of the Association, the position of immediate past president shall be vacant until another qualified candidate is duly elected.

5.10) National Fleet Captain: The national fleet captain shall be responsible for promoting the objects of the Association as directed by the Association.

5.11) Regional Vice President: The regional vice presidents shall be three in number, with such regions defined as Lake Erie, Lake Michigan and Lake St.Clair. The regional vice presidents shall represent the Fleet from their respective regions at meetings of the Board of Directors. Additional regions may be redefined by the Board of Directors from time to time as it deems necessary or desirable.

6. ARTICLE 6: COMMITTEES

6.1) Committees of Directors: The Board of Directors, by resolution adopted by a majority vote of the directors present at a meeting may designate one or more committees, each of which shall consist of two or more directors. Additional committee members may be appointed by the President, but appointments may be overruled by a majority vote of the directors at a meeting.

6.2) Powers and Limitations: It is the purpose of each committee to study and recommend courses of action the board, which will be acted upon by the Board of Directors.

6.3) Standing Committees: The following shall be standing committees of the Association, members of which shall be appointed by the Board of Directors at the annual meeting to the extent that appointed members are required to be appointed:

A. North American Regatta Committee: This committee shall be responsible for date selection and race management of the North American Regatta. If no such committee is appointed, the Board of Directors shall be deemed to constitute this Committee.

B. Class Measurement Rules Committee: This committee shall be responsible for the interpreting and enforcing of the T-10 Class Rules as well as reviewing proposed amendments or additions to the T-10 Class Rules.  This committee shall follow the following rules and procedures:

(1) Composition of the Committee -- The committee shall consist of only the following three members: (1) Chief Measurer; (2) Vice President; and (3) Immediate Past President.  In the event that any one of these offices is vacant, the National Fleet Captain shall fill the vacancy including, if necessary, the position of committee chair.  Any other vacancy shall be filled by the Board of Directors.  The committee will have neutrality with regard to the facts to be judged in order to ensure the objectivity of their decisions.  If a conflict arises, the President, will appoint another member from the board as a replacement.

(2) Rules Interpretation - The committee shall interpret any T-10 Class Rules or, at the request of the President, any other rule of the Association.  The Measurement Rules Committee shall interpret the rules and regulations and shall make “Chief Measurer Rulings” on matters not specifically covered by the Official Plans and Specifications.  Any such interpretation shall be communicated to the Association as soon as possible.  Such communications may be by posting on the Association web site.  Requests for interpretation of the T-10 Class Rules may be made to the committee by the Board of Directors, the President or any class measurer. A Class Member may request a ruling as prescribed in the Class Rules.

(3)  Enforcement - Any Association member (including but not limited to the measurer) may report a possible rule violation to the Chief Measurer in writing.  The Chief Measurer shall communicate such a report to other members of the committee.  The committee shall review and act on the matter in any manner the committee deems fair and equitable.  This may include revoking the measurement certificate of a boat or not allowing a boat to participate in an event.  the commitee may also require that a boat be modified immediately or by a certain date.  Any decision by the Committee must be communicated to the Association including by publishing the decision on the Association web site.

(4) Discipline - In addition to revoking a measurement certificate, the committee may suspend or expel any Association member or other event participant that the committee deems has egregiously violated any rule of the Association including the T-10 Class Rules.

(5) Appeal - Any appeal of any action of the committee may be made by communicating a request to the President within thirty days of the action being communicated to the Association.  The Board of Directors may review such appeal at its sole discretion.  However, unless and until the Board of Directors reverses or modifies the committee’s action, the committee’s action shall remain in effect even during the pendency of any appeal procedure.

6.4) Term of Office: Each member of a committee shall continue as such until otherwise assigned, unless such committee shall be terminated, or such member resigns, is removed, or shall cease to qualify as a member thereof.

6.5) Chairman: One member of each committee shall be appointed chairman by the President for a one year term. A co-chairman need not be a board member. A committee chairman is a voting member of the committee he chairs.

6.6) Vacancies: Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointment.

6.7) Quorum: Unless otherwise provided, in the resolution of the Board of Directors 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 a quorum is present shall be the act of the committee.

ARTICLE 7: CONTRACTS, CHECKS, DEPOSITS AND FUNDS

7.1) Contracts: The Board of Directors may authorize any officer or officers, agents or agents of the Association, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific interests.

7.2) Checks, Drafts, Etc.: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination if the Board of Directors, such instruments shall be signed by the treasurer and approved by the president or the vice president of the Association.

7.3) Deposits: All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trusts companies, or other depositaries as the Board of Directors, may select.

7.4) Gifts: The Board of Directors may accept on behalf of the Association, any contribution, gifts, bequests, grants or devises for the general purpose or for any special purpose of the Association.

ARTICLE 8: BOOKS AND RECORDS

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote.

All books and records of the Association may be inspected by any member, upon reasonable notice in advance for any proper stated purpose at any reasonable time.

ARTICLE 9: FISCAL YEAR

The fiscal year of the Association shall run from the annual meeting to the next annual meeting.

ARTICLE 10: AMENDMENTS

These by-laws may be amended by a majority vote of the Board of Directors. Written notice of such a vote must be mailed in accordance with Article 4, section 4.5. Voting on amendments to these by-laws or changes in any other rules of the Association shall be a written ballot. Any voting on Official Class Measurement Rules changes shall be accompanied by a written report to the Chief Measurer.

ARTICLE 11: SEAL

The Association seal shall have inscribed thereon the name of the Association and the words "Corporate Seal, Illinois".

ARTICLE 12: WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the General Not-For-Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation or the bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.