ICSA By-Laws

01/26/2002

INTER-COLLEGIATE SAILING ASSOCIATION OF NORTH AMERICA
www.collegesailing.org

ARTICLE I: NAME

The name of the corporation (hereinafter referred to as the "Association") shall be "Intercollegiate Sailing Association of North America, Inc."

ARTICLE II: PURPOSES

This Association is organized and shall be operated exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and its activities as herein more fully described shall at all times be conducted in furtherance of such purposes:

1. The instruction, training and education of students in colleges and other institutions of higher education in North America in seamanship, safety and the skills and techniques of sailboat racing in intersectional, national and international intercollegiate competition.
2. The sponsorship, conduct, supervision, development and provision for sailboat racing competition among students in colleges and other institutions of higher education in North America for the purposes of improving and developing the sailboat racing techniques of such college students.
3. The sponsoring and conducting of meetings, discussions, seminars and lectures by means of which students in colleges and other institutions of higher education in North America may be instructed in the skillful, proper and safe handling and racing of sailboats, including techniques of helmsmanship, racing tactics and knowledge of the racing rules.
4. The formation and encouragement of district or regional organizations which have said educational purposes and which conduct activities similar to those of this Association.
5. The improvement, advancement and encouragement of sailboat racing at colleges and other institutions of higher education in North America and the development of the high ideals and sportsmanship preeminent in sailboat racing competition.
6. By means of the foregoing activities, the identifying, developing and training of potential representatives for u.s. Sailing events, Olympic, Pan American and other international competition.

This Association shall be empowered to own, hold, operate and administer real and personal property solely in furtherance of said educational purposes and to solicit, accept, hold and administer contributions howsoever received whether by deed, gift, bequest, device or otherwise.

This Association shall be empowered to do any and all lawful acts and things and to engage in any and all lawful activities which may be necessary for or convenient to the carrying out of the foregoing activities, but solely in the furtherance of said educational purposes.

No part of the net earnings of this Association shall ensure to the benefit of any individual and no substantial part of the activities of this Association shall be carrying on propaganda or otherwise attempting to influence legislation, nor shall this Association participate in or intervene in (by publishing or distributing statements or otherwise) any political campaign on behalf of any candidate for public office. No officer, member or employee of this Association shall receive or be entitled to receive any pecuniary profit from the operations of this Association except reasonable compensation for services rendered or expenses incurred.

This Association shall not engage in any prohibited transaction described in Section 503 of said Internal Revenue Code.

In the event of the dissolution of this Association, the assets of the Association then remaining will be distributed to the successor(s) in interest to this Association if qualified under Section 501(c)(3) of said Internal Revenue Code, otherwise 'to those members of the Association that are qualified under said Section 503(c)(3), and if none of the foregoing are qualified under said Section 503(c)(3) then to one or more other organizations whether or not (in each instance) incorporated, organized and operated exclusively for one or more purpose, each of which is dominated and defined in said Section 501(c)(3)

ARTICLE III: MEMBERSHIP

Section 1: District Membership

A. The member Districts of this Association shall be composed of

district or regional organizations of recognized colleges and other institutions of higher education in which the sport of sailing is recognized by the authorities of that institution. The Board of Directors of this Association will set the standards for, and approve of, the admission of such Districts or regional organizations to the following categories of District Membership:

1. REGULAR DISTRICT MEMBERSHIP

which entitles a member to full privileges, rights and obligations of membership, subject to these By-Laws.

2. PROVISIONAL DISTRICT MEMBERSHIP

which entitles a member to all privileges, rights and obligations of Regular District Membership, except those of voting on matters to come before the Board of Directors.

3. ASSOCIATE DISTRICT MEMBERSHIP

which entitles a member of all privileges, rights and obligations of Regular District Membership, except those of participating in any Association Championship and those of voting on matters to come before the Board of Directors.

4. All member Districts shall hold an annual meeting

between November 15 and February 15 and publish, no later than 1 March, a bulletin consisting of the current racing schedule, as well as name, mailing address, telephone numbers and email address for the graduate and undergraduate contacts at each member college, as well as for the District officers, District committee members and District representatives to ICSA committees. The bulletin shall be sent to all officers of the Association and to all District Graduate Secretaries. Further, each District's annual report to the Association shall include the date and name of a regatta in the last semester in which each District team competed.

5. Member Districts shall establish Regular,

Provisional and Associate membership categories for the member colleges of their Districts.

a. Associate membership shall be the first

step of affiliation for a member college within a District. An Associate member may advance to Provisional membership after a minimum of one (1) year; a Provisional member may advance to Regular membership after a minimum of one (1) year.

b. Any Regular or Provisional member

college which has not competed at least once within the four most recent seasons shall be reduced to Associate membership.

Section 2: Allied Membership for Individual Colleges

The Allied Membership of this Association shall be composed of individual colleges and other institutions of higher education at which the sport of sailing is recognized by the authorities of that institution, and where the institution is not located within the defined limits of an existing District member. Allied Membership entitles a member to all the privileges, rights and obligations of Associate Membership.

Section 3: Honorary Membership for Individuals

Honorary Membership may be conferred on individuals whose services to this Association, or to college yachting over the years, warrant this distinction and honor. Honorary members shall be entitled to such rights and privileges, as the Board of Directors shall from time to time confer, except those of voting on matters to come before the Board of Directors. Honorary Members shall not be liable for dues.

Section 4: Other Classes

The Executive Committee may from time to time establish other classes of membership.

ARTICLE IV: ELECTION TO DISTRICT MEMBERSHIP

Section 1: Application Procedure

Any District or regional organization desiring admission to Associate membership, individual institution desiring admission to Allied membership, or those desiring to nominate individuals for Honorary membership shall submit a written application, or nomination(s), to the Central Office at least 60 days prior to the meeting of the Board of Directors at which it is to be considered. At least 30 days prior to the meeting, the Central Office shall forward a copy of the application, or nomination(s), to each Director along with the recommendation of the President.

Section 2: Advancement in Status

Any District or regional organization which is already a member of the Association, and which has a majority of baccalaureate-degree-granting colleges and other institutions of higher education, desiring to be advanced in status, shall submit a written statement of its progress with a request for advancement to the Central Office at least 60 days prior to the meeting of the Board of Directors at which it is to be considered. At least 30 days prior to the meeting, the Central Office shall forward, a copy of the request to each Director along with the recommendation of the President.

Section 3: Approval of Applications

Applications for Associate, Allied, and Honorary Membership, as well as requests for advancement in status, must be approved by a two-thirds vote of the Board of Directors before the application is accepted.

Section 4: Reduction in Status

Any District member may be reduced in status or dropped from membership in this Association for failure to fulfill its obligations to the Association. Such action shall not relieve such member from the obligation to pay all dues and other indebtedness payable at the time of the action. A unanimous vote of the Board of Directors, excluding the representatives of the member organization as to which such action has been proposed, is required for reduction or removal.

Section 5: Resignation

Any District member may resign by so notifying the President in writing. Such resignation shall be accepted, provided any dues and all other indebtedness to the Association have been paid. The Board of Directors may waive the payment of such dues and other indebtedness owed to the Association as a condition of accepting the resignation.

ARTICLE V: DUES

The annual dues and fees for the support and general expenses of the Association as to each class or category of college membership within each District shall be determined by the Board of Directors. The basis of these dues shall be an assessment levied on each member District and Allied member.

ARTICLE VI: CENTRAL OFFICE

The routine business of the Association shall be carried out by Graduate Officers through a Central Office. Included in the functions of this office shall be the procurement and distribution of supplies used by the members, the issuance of routine notices, the publishing of an annual address bulletin for the Association, and any other functions which may be assigned by the Board of Directors. The Board of Directors may authorize the Graduate Officers to purchase or rent equipment and employ personnel requisite to the functions of the Central Office.

ARTICLE VII: MEETINGS OF THE ASSOCIATION

Section I: Annual Meeting

The annual meeting of the Association for the election of officers, the hearing of annual reports, and the transaction of business by the Board of Directors shall be held at the site of the North American Dinghy Championship at 9 o'clock in the forenoon on the Sunday preceding said Championship or at such place and time as may be designated by the Board of Directors.

Section 2: Special Meetings

Special meetings of the Association shall be held upon the written call of thirty percent (30%) of the voting members of the Board of Directors, the President, or the Vice-President, provided the reasons for calling the Board of Directors for a meeting are given by the Central Office to each voting member of the Board of Directors at least 15 days in advance of the meeting. Special meetings may be held by telephone conference calls.

Section 3: Meeting Procedures

Any topic for discussion or which can properly be acted on at the annual meeting of the Association shall be submitted to the Central Office at least 30 days prior to the meeting. The Secretary of the Association shall compile these topics into an agenda and distribute the same to the members of the Board of Directors at least 15 days prior to the meeting along with the day, hour, and place of the meeting. Other items may be added to the agenda by vote of the Board of Directors.

Section 4: Decisive Action

At any meeting of the Association where decisive action is to be taken by the Board of Directors, a quorum of three-fourths of the Board must be present or represented by alternates holding written proxies. A majority of the Board of Directors present, or voting by mail or electronic ballot, shall constitute a decisive vote on all business or policy matters, except as provided in these By-Laws. Each member of the Board or alternate holding a written proxy shall have only one vote on any issue.

Section 5: Proxies

A valid proxy shall be held only by a person not regularly a member of the Board of Directors. Further, only a graduate alternate shall hold the proxy of a Graduate Director; only an undergraduate alternate shall hold the proxy of an Undergraduate Director. Proxies shall be submitted in writing to the Secretary not later than the call to order at any meeting.

ARTICLE VIII: BOARD OF DIRECTORS

The Board of Directors shall have the general supervision and control of the management and administration of the affairs of the Association and may exercise all or any of the powers of the Association, including the power to draw up the condition of the North American Championships, to approve the dates and scheduling of major intersectional regattas, to standardize rules of intercollegiate sailing competition, to act on all matters of policy and decide all questions not covered in these By-Laws. The Board of Directors shall consist of the appointed and elected Officers of the Association and the Undergraduate and Graduate District Directors, as described below.

Each Regular member District shall be represented by one Undergraduate District Director who shall be the current chief undergraduate officer of the District. Each Regular member District shall also be represented by one Graduate District Director who shall be the current chief graduate officer of the District.

ARTICLE IX: OFFICERS

Section I: Elected and Appointed Officers

The Association shall have the following officers:

A. PRESIDENT: The President shall be a graduate and shall be

the chief executive officer of the Association and shall be responsible for the administration and development of the operational policies of the Association. The President shall have the power to approve all regatta officials for the North American Championships and any other regattas sanctioned by the Association and shall perform such other duties as required by the Board of Directors. The President shall be elected by the Board of Directors at the annual meeting.

B. VICE PRESIDENT: The Vice-President of the Association shall

be the Undergraduate District Director in which the next North American Dinghy Championship is scheduled and shall assist in the arrangements for the North American Championships held in the Spring. The Vice-President shall preside at meetings of the Board of Directors and shall serve as Chair of the Nominating Committee.

C. SECRETARY: The Secretary shall be a graduate and shall

maintain the records of the Association, including its membership list, shall keep the minutes of all meetings, including meetings of the Board of Directors and all other committees, and shall publish an annual Directory of membership. The Secretary shall tally the results of all votes taken by the Board of Directors, shall make the records of the Association open to any member of the Board of Directors at reasonable times, and shall perform such other duties as the Board of Directors may require. The Secretary shall be elected by the Board of Directors at the annual meeting.

D. TREASURER: The Treasurer shall be a graduate and shall

have charge of all moneys of the Association, shall collect all dues, entry fees and other moneys due the Association, shall receipt for all donations subject to the direction of the Board of Directors, and shall invest the funds of the Association. The Treasurer shall keep such books as may be necessary for the duties of this office which at all times shall be open to inspection by any member of the Board of Directors. The Treasurer shall serve as Chair of the

Budget Committee, report in detail at the annual meeting all moneys collected, expended or invested, and any other matter deemed proper, and shall perform such other duties as the Board of Directors may require. The Treasurer shall be elected by the Board of Directors at the annual meeting.

Section 2: Nomination and Election of Officers

A. NOMINATION PROCEDURE: Each Regular Member may submit

the names of individuals whom it wishes to have considered for the offices of President, Secretary, and Treasurer to the Nominating Committee not later than 30 days prior to the annual meeting. The Nominating Committee will compile all nominations and distribute them to the Board of Directors at least 15 days prior to the annual meeting and may recommend the election of certain individuals. Further nominations will be entertained only if an office does not have a nominee 15 days prior to the annual meeting.

B. ELECTION PROCEDURE: The President, Secretary, and

Treasurer shall be elected by the Board of Directors by secret ballot at the annual meeting. The candidate receiving the largest number of votes shall be considered elected.

Section 3: Term of Office

The term of office for all officers, both appointed and elected, shall be one year, commencing on 1 July and terminating on 30 June.

Section 4: Removal of Officers

Any officer, appointed or elected, may be removed from office with or without cause by the Association at any meeting of the Board of Directors for which the notice of that meeting states that his/her removal from office is proposed. A vote of three-fourths of the Board of Directors is required for the officer to be removed. Any officer may resign by filing a written resignation stating the time it is to become effective with the Secretary of the Association.

Section 6: Vacancies

The President shall appoint a qualified person to fill any vacancy which may occur until the next meeting of the Board of Directors where the appointment shall be confirmed. Any vacancy existing at the time of a meeting of the Board of Directors shall be filled by the Board of Directors.

ARTICLE X: COMMITTEES AND COORDINATORS

Section 1: Executive Committee

The Executive Committee shall execute and administer the policies and procedures established by the Board of Directors and shall conduct the daily business of the Association in accord with these policies and procedures. The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer, and three other members elected by the Board of Directors at the time of the annual meeting.

Section 2: Standing Committees

The Standing Committees of the Association shall include the following and shall each include one representative from each Regular member District appointed by that District and confirmed by the Board of Directors at the time of the annual meeting for a term of one year:

All-America Sailing Team Selection; Hall of Fame Selection; Rules; Appeals; Eligibility; Intersectional Schedule; North American Championships, Membership and Development; and Communications.

Further, there shall be a Budget Committee chaired by the Treasurer, and including the President, Secretary, and at least two other members.

There shall also be a Nominating Conunittee, appointed by the Board of Directors, including a representative from a large District, a representative from a small District and two other members.

Members of the Standing Committees may be either undergraduates or graduates. No individual shall serve on more than three Standing Committees, nor shall any District have more than one representative on anyone Committee. Members of the Standing Committees may be drawn from outside the immediate college sailing community.

Section 2: Other Committees

The Board of Directors, or the President if and to the extent so authorized by the Board of Directors, may appoint other committees for special purposes.

Section 3: Coordinators

The President, with approval of the Board of Directors, may appoint the following coordinators:

A. INTERSECTIONAL COORDINATOR: The Intersectional Schedule

Coordinator shall be responsible for the data gathering, coordinating, and publishing of the Intersectional Racing Schedule and shall be the contact with scheduling personnel in each District. The Intersectional Coordinator shall prepare for the annual meeting a draft of the next three seasons' schedules and distribute updated schedules to District scheduling personnel and Graduate Secretaries at appropriate times during the year. The Intersectional Coordinator shall remind the Districts of their obligations in hosting North American Championship regattas, keep records and report Intersectional No Shows to report to the President, and perform such other duties as the Board of Directors may require.

B. CHAMPIONSHIPS COORDINATOR: The Championships

Coordinator shall serve as chair of the Championships Committee and, in consultation with the President and Vice-president, shall be responsible for supervision and oversight of the North American Championships. The Championships Coordinator shall assist host Districts and colleges in planning for the Championships and shall perform such other duties as the Board of Directors may require.

C. INTERNET COORDINATOR: The Internet Coordinator shall be

responsible for general oversight of the Association's website and e-mail system and shall develop and present to the Board of Directors for approval, policies and procedures for the management of said website. The Internet Coordinator shall be the primary contact with personnel designated to implement such policies and procedures. The Internet Coordinator shall serve as chair of the Communications Committee.

ARTICLE XI: ADVISORY BOARDS

Section 1: Board of Governors

The Board of Directors shall have the power to appoint individuals interested in collegiate sailing to advise the Association as members of a Board of Governors. Honorary members of the Association shall automatically be appointed to this Board. Each appointment shall be for a period of five years and after reappointment for the third time the individual shall became a life member of the Board of Governors.

Section 2: The Afterguard

To encourage and promote a su$tained interest in the Association, all intercollegiate sailors who have completed their eligibility for competition in the Association shall automatically be invited to become members of an advisory board known as The Afterguard. The Afterguard shall assist the Association in the development of college sailing on this continent.

ARTICLE XII: CHECKS, NOTES, DRAFTS, AND OTHER INSTRUMENTS

Checks, notes, drafts, and other instruments for the payment of money drawn or endorsed in the name of the Association may be signed by any officer or officers or person or persons authorized by the Board of Directors to sign the same. No officer or person shall sign any such instrument as aforesaid unless authorized by the Executive Committee to do so.

ARTICLE XIII: FISCAL YEAR

The fiscal year of the Association shall be the year ending on 31 December in each year.

ARTICLE XIV: SEAL

The Seal of the Association shall be circular in form, bearing its name and the state and year of its incorporation. The Secretary shall have custody of the Seal and may affix it (as may any other officer if authorized by the Board of Directors) to any instrument requiring the Seal of the Association.

ARTICLE XV: AMENDMENTS

These By-Laws may be amended or repealed at any Annual or Special Meeting of the Board of Directors called for that purpose, provided that notice of the proposed change has been sent to the Central Office 60 days prior to the meeting. The Central Office shall distribute the proposed change to the members of the Executive Committee at least 30 days prior to the meeting at which it will be considered. An affirmative vote of two-thirds of the Executive Committee shall be required to pass any amendment.

ARTICLE XVI: BY-LAWS SUBJECT TO LAW. ETC.

Each of the provisions of these By-Laws shall be subject to and controlled by any specific provisions of law and the Articles of Organization, all as amended from time to time, which relate to their subject matter, and shall also be subject to any exceptions, or more specific provisions dealing with the same subject matter, appearing elsewhere in these By-Laws as amended from time to time.