BY LAWS

(Revised August 8, 2009)

Make this holiday unforgettable - go boating!

ARTICLE I

NAME

The name of this organization shall be: New England Beetle Cat Boat Association.

ARTICLE II

PURPOSES

The purposes of this organization shall be to:

  1. Promote and encourage the sailing and racing of Original Beetle Cat Boats.
  2. Maintain uniform measurements and specifications so as to assure, to the extent possible, a truly one-design class.
  3. Sponsor class regattas and determine class champions.
  4. Foster a feeling of good will and neighborliness between and among sailors of Original Beetle Cat Boats throughout New England and elsewhere in the world.
  5. Promote the maintenance, restoration, and preservation of the original Beetle Cat Boat.

ARTICLE III

MEMBERSHIP

The membership of the Association shall be composed of the following classes of members:

Organization Members. An organization member shall be any yacht club or sailing organization which has under its jurisdiction a fleet of three or more Original Beetle Cat Boats and which conducts regular races for that fleet. Upon becoming a member, such yacht club or sailing organization shall be entitled to one vote at any meeting of the members of the Association.

Regular Members. A regular member shall be any individual owner of an Original Beetle Cat Boat, or any family member of such owner residing at the same address; and shall be entitled to vote at any meeting of the members of the Association provided that only one vote is cast per Original Beetle Cat Boat. In the case where a regular member is the owner of more than one Original Beetle Cat Boat, that regular member shall be entitled to only one vote, regardless of the number of Original Beetle Cat Boats owned.

Associate Members. An associate member shall be any crew member, former owner, or other interested person who is not eligible for regular membership, and shall not be entitled to a vote.

Honorary Members. An honorary member may be elected from time to time by the members of the Association in recognition of past service to the Association, shall be entitled to a vote, and shall not be required to pay dues.

All members shall receive the publications of the Association.

ARTICLE IV

BOARD OF GOVERNORS

Section 4.01 Membership. The Board of Governors shall be constituted as follows:

  1. The officers of the Association.
  2. Six members-at-large elected to serve for a term of three years. They shall be elected to a three-year term of office at the Annual Meeting of the Association in such a manner that the term of two members shall terminate each year. No person shall be eligible for election to such office for more than two consecutive three-year terms
  3. The immediate past Chairman of the Association.
  4. A representative of Beetle, Inc., the sole builder of the Original Beetle Cat Boat.

Section 4.02 Powers. The property, affairs, and activities of the Association shall be managed by the Board of Governors and the Board shall have and may exercise all of the powers of the Association. Without limiting the generality of the foregoing, the Board of Governors shall exercise the following specific powers:

  1. Appoint regular and ad hoc committees.
  2. Establish and maintain measurements and specifications for the Original Beetle Cat Boat. Consider and act upon any changes proposed by a member of the Association and establish such rules and regulations as are necessary and appropriate to assure that the Original Beetle Cat Boat shall be and remain a truly one-design class.
  3. Establish championship regattas for various categories of contestants. Enact rules and regulations for the conduct of those regattas. Select annually the location of each regatta and take such other action as may from time to time be necessary and appropriate to determine class champions.
  4. Establish the dues schedule for the members of the Association and oversee the maintenance and conservation of those dues and fees and any other funds which may come in to the hands of the Association, and authorize the expenditure of those funds in the conduct of the Association's affairs.

Section 4.03 Meetings.

  1. Regular. The regular meetings of the Board of Governors shall be held at such time during the months of April and November each year and at such place as the Board of Governors shall determine.
  2. Special. Special meetings of the Board of Governors shall be held whenever called by the Chairman or by any three members of the Board of Governors and shall be held at such place and time as shall be determined by the person or persons calling the meeting.
  3. Notice. Notice of regular and special meetings of the Board of Governors shall be given by the Secretary or in the case of special meetings by the person calling the meeting, to each member of the Board of Governors and Assigns by mailing the same to the address recorded with the Secretary, at least ten (10) days before the day on which the meeting is to be held. All other members shall be notified by mail or by other means. Every such notice shall state the time and place of the meeting, but need not state the purpose thereof, except as otherwise in these By-Laws expressly provided. Such notice shall be sent by regular mail, postage prepaid, to the last known address of such person as furnished by him to the Secretary.
  4. Quorum and Manner of Acting. Six members of the Board of Governors shall constitute a quorum for the transaction of business at any meeting of the Board of Governors, and the act of a majority of the Board present at any meeting at which a quorum is present shall be the act of the Board of Governors. In the absence of a quorum, a majority of the Board present may adjourn any meeting from time to time until a quorum be had. Notice of an adjourned meeting need not be given. The members of the Board of Governors may grant proxies to others to act in their place and stead at a duly called meeting of the Board, provided however, that such proxies may not be counted in determining whether a quorum is present.
  5. Open Meetings. All meetings of the Board of Governors shall be open to all members of the Association, provided, that only members of the Board of Governors shall be entitled to vote.

ARTICLE V

OFFICERS

Section 5.01 Number. The officers of the Association shall be a Chairman, a Vice-Chairman, a Secretary, and a Treasurer. One person may hold the offices and perform the duties of any two or more of said offices.

Section 5.02 Election and Term of office. Each officer shall be elected annually by the members of the Association and shall hold office until his successor shall have been duly elected and qualified. The newly elected officers shall take office on the October 1st following the annual meeting. Only members of the Association shall be permitted to hold office.

Section 5.03 Nominating Committee. The Nominating Committee shall be comprised of five (5) members who shall be appointed by the Chairman at the regular meeting of the Board of Governors held in November. No more than two members of the Nominating Committee shall be members of the Board of Governors. The Nominating Committee shall nominate individuals to serve as officers of the Association, members?at?large of the Board of Governors, and honorary members of the Association. The Nominating Committee shall file their report with the Secretary not later than 45 days prior to the annual meeting and shall subsequently present their report at the Annual Meeting of the Association for action by the members. The Secretary shall arrange for the report to be available to the members on the Association Web Site not later than 30 days prior to the annual meeting. Any additional nominations endorsed in writing by at least five members entitled to vote, and filed with the Secretary not later than 45 days prior to the annual meeting, shall also be included in the report posted on the Association Web Site by the Secretary. Further nominations may be made from the floor at the annual meeting of the association.

Section 5.04 Chairman. The Chairman shall have general direction of the affairs of the Association. In addition, the Chairman shall perform such other duties and have such other responsibilities as the Board of Governors may from time to time determine. He shall preside at all meetings of the Board of Governors and meetings of the Association.

Section 5.05 Vice-Chairman. The Vice-Chairman shall perform the duties and exercise the powers of the Chairman in the absence or disability of the Chairman and shall perform such other duties and have such other powers as the Board of Governors may from time to time prescribe. The Vice-Chairman shall be chairman of the Regatta Committee and shall have general direction of and responsibility for the running of the Association's championship regattas. In case of a vacancy in the office of Chairman, the Vice-Chairman shall succeed to the office of Chairman and hold said office for the balance of the unexpired term of his predecessor.

Section 5.06 Secretary. The Secretary shall keep a true record of the proceedings of all meetings of the Association and meetings of the Board of Governors, shall keep the correct roll of all of the membership of the Association, shall see that all notices are duly given in accordance with the provisions of these By-Laws, shall be custodian of the records (other than financial) of the Association, shall conduct all correspondence of the Association, and in general, the Secretary shall perform all duties as may from time to time be assigned to him by the Board of Governors or the Chairman.

Section 5.07 Treasurer. The Treasurer shall have charge, custody of, and be responsible for all funds and securities of the Association and deposit all such funds to the credit of the Association in such banks, trust companies or other depositories as shall be selected from time to time by him or the Board of Governors; disburse the funds of the Association under the general control of the Board of Governors; render a statement of the condition of the finances of the Association at all meetings; shall have charge of the books and records of account of the Association which he shall keep or cause to be kept in a secure place and which shall be made available to the Board of Governors from time to time as it may request; be responsible for the keeping of correct and adequate records of the assets, liabilities, business and transactions of the Association and in general, 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 Board of Governors or the Chairman.

Section 5.08 General Powers. Each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such duties as the Board of Governors shall from time to time designate. In case of a vacancy in the office of Vice-Chairman, Secretary, Treasurer, or a member-at-large, the Board of Governors shall have the power to fill the vacancy. Any appointment to fill such vacancy shall terminate at the next Annual Meeting of the Association.

ARTICLE VI

COMMITTEES

Section 6.01 Regatta Committee. There shall be a Regatta Committee which shall have the responsibility for the general direction of the championship regattas sponsored by the Association. The Vice-Chairman of the Association shall serve as chairman of the Regatta Committee and there shall be as many additional members as the Board of Governors may determine at its regular meeting held in April of each year. Without limiting the general responsibility set forth above, the Regatta Committee shall have the following duties:

  1. Determine the nature of and obtain prizes for championship regattas and deliver same to the host clubs for presentation at the end of the regatta.
  2. Ensure that the Host Club has mailed notices of regattas, entry forms, and related material to the appropriate members prior to July 1 of each year.
  3. Arrange to have the official Association flag delivered to each host club prior to each regatta to be flown at the club on regatta day.
  4. Have at least one member of the Regatta Committee present at each host club on regatta day to serve as official judge or judges representing the Association at the regatta with respect to matters over which the Association retains responsibility. The presence of such judge or judges at each regatta shall be a prerequisite to official sponsorship of that regatta by the Association.
  5. Assist the flag officers and race committee of the host club holding any regatta sponsored by this Association in any way necessary or appropriate to assure the proper planning and conduct of the regatta.
  6. Perform such other duties and have such other responsibilities as the Regatta Committee or the Board of Governors may from time to time determine. No member of the regatta committee shall serve as an official judge or in any other way represent the Association on regatta day with respect to any regatta in which such member shall be competing.

Section 6.02 Special Committees. There shall be such special committees as the Board of Governors may from time to time appoint to carry out special functions and purposes.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Association shall commence on the first day of January and end on the thirty-first day of December.

ARTICLE VIII

MEETING OF MEMBERS

The Annual Meeting of the Association shall be held during the months of July or August in each year, at such time and place as the Chairman shall determine. Special meetings of the Association may be called by the Chairman at such times and places as he may designate. The Chairman shall call a special meeting of members when requested so to do by any ten (10) members entitled to vote thereat. Ten such members shall constitute a quorum for the transaction of business at any meeting of the Association. Except as otherwise provided by these By-Laws, the affirmative vote of a majority of the members present and entitled to vote at any meeting at which a quorum is present shall be sufficient to transact any business. Notice of the meeting shall be given by the Secretary to each member of the Association by mailing the same to the address recorded with the Secretary, at least ten (10) days before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purpose thereof. Such notice shall be sent by regular mail, postage prepaid, to the last known address of such person as furnished by him to the Secretary.

ARTICLE IX

MISCELLANEOUS PROVISION

Use of masculine terms in these By-Laws shall be deemed to include a corresponding feminine term if equally appropriate in the context.

ARTICLE X

AMENDMENTS

All By-Laws of the Association shall be subject to alteration or repeal and new By-Laws may be adopted by the affirmative vote of a 2/3 majority of the voting members of the Association present in person or represented by proxy given at the Annual Meeting of the Association, or at any special meeting of the Association at which a quorum shall be present, provided that in each case notice of the proposed alteration or repeal or the proposed new By-Laws be included in the notice of such meeting.

ARTICLE XI

PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws.

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