By-Laws of the Association
(A California Non-Profit Corporation)
Article I: NAME
This non-profit Corporation shall be known as the Classic Yacht Association (CYA). It is incorporated in accordance with the provisions of Part I of Division II of Title I of the California Corporation Code. The principal office shall be located within the County of Los Angeles, State of California, or at such a place as the Board of Directors shall from time to time determine. The Corporation does not contemplate pecuniary gain or profit to its member, and no member shall acquire a vested interest in the assets of the Association by reason of membership.
Article II: OBJECTIVES
The purposes for which the Corporation is formed are:
A. The Classic Yacht Association is a non-profit Corporation and shall be operated exclusively for the education and charitable purposes within the meaning of Section 501c3 of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code.
B. The Classic Yacht Association’s purpose is to educate its members, related marine groups, and the general public in the preservation, restoration, and maintenance of fine old pleasure craft.
C. To cultivate a spirit of friendship among its members, and to promote the welfare and happiness of its members.
D. To assist in the formation of subordinate organizations wherever a mutual interest in these classic yachts exists. The subordinate organizations shall be called Fleets.
Article III: MEMBERSHIP CLASSIFICATIONS
A. Classic or Vintage Members shall be owners of a qualified classic or vintage yacht and awarded membership as provided for in Article IV. These members shall receive a membership plaque, a membership card, an Association burgee, and shall be included in the Membership Roster and mailing lists for Fleet and Association newsletters. Classic and Vintage members are entitled to vote and may hold Fleet or Association office.
B. Associate Members are those Classic or Vintage members who no longer own a qualified classic or vintage yacht but wish to remain active in the Association. Associate Members are entitled to vote and may hold Fleet or Association office.
C. Affiliate Members shall be those persons or organizations that have demonstrated an active interest in the objectives of the Classic Yacht Association but do not own a qualified yacht. Affiliate members shall be included in the Membership Roster and mailing lists, but shall be able to vote and hold office in their regional Fleet only, but not at the Association level.
D. Honorary Members shall be those persons or organizations not previously members of the Association but whom the Association especially desires to honor. Honorary members shall be elected by the CYA Board of Directors upon nomination by a Fleet, and shall hold continuing membership at the pleasure of the Board of Directors. Honorary Members shall have the right to fly the Association burgee but shall not have the right to vote nor hold office. Honorary Members shall be exempt from dues or initiation fees.
E. Life Members shall be those Classic, Vintage or Associate Members who have outstandingly served the Classic Yacht Association at the international level and whom the Association especially wishes to recognize by designating them as Life Members. The CYA Board of Directors shall elect Life Members upon nomination by a Fleet in accordance with Article VI, Paragraph G of these by-laws. When this contribution has been a shared contribution by a married couple, and when appropriate, the spouse shall be included in the designation. LifeMembers shall be listed in the Membership Roster and shall be excused from payment of dues.
F. Charter Members shall be those members who served to organize the Classic Yacht Association and signed the original Articles of Incorporation. Charter Members shall be so designated in the Membership Roster.
Article IV: APPLICATION FOR MEMBERSHIP
A. Classic and Vintage Membership:
1. Classic and Vintage members shall be owners of a qualified classic or vintage yacht. The qualifications of the classic yacht shall be: a power-driven pleasure boat of good design, construction and maintenance, launched on or prior to December 31, 1942, which shows no exterior alterations that detract from the designer’s original intent. The qualifications of the vintage yacht shall be: a power-driven pleasure boat of good design, construction and maintenance, launched after December 31, 1942 and on or prior to December 31, 1964, which shows no exterior alterations that detract from the designer’s original intent. The membership committee will give special consideration to vessels launched after December 31, 1964 on a case by case basis provided they are found to have significant historical attributes or other merits that would justify membership, including but not limited to being identified with important historical events; may have been designed by a notable naval architect or constructed by a recognized master builder in ways that have contributed to the evolution of yacht design; impacted the history of naval architecture; and/or may be extremely rare and in restored condition.
2. Membership applications shall be submitted in writing upon the form approved by the CYA Board of Directors and sponsored by at least one member in good standing.
3. Initial membership recommendations shall be made by the Commodore of the originating Fleet in accordance with eligibility criteria established by the Board of Directors. Final approval of an application shall rest with the Membership Committee and be evaluated in accordance with eligibility criteria as established by the Board of Directors.
4. If the Membership Committee denies an application, it shall be returned to the Fleet along with the written reasons for denial. If denied, the applicant or the Fleet may petition the CYA Board of Directors for approval provided the Board of Directors receives the petition within one year from the date of denial.
5. The Classic or Vintage membership application process shall be required whenever there is a change of ownership or, in the case of multiple owners, whenever the first or primary owner listed on the membership application is changed. For changes of ownership between multiple owners, only the initiation fee will be charged unless current annual dues have not been paid.
6. Provided the vessel meets all other eligibility criteria, classic and vintage yachts previously approved for membership shall continue to be eligible unless there have been substantial exterior alterations since the initial approval.
B. Affiliate Membership: Affiliate Membership applications shall be in writing upon the form approved by the CYA Board of Directors and sponsored by at least one member in good standing. Applications shall be approved by the Commodore of the originating Fleet and transmitted to the Historian.
C. Pro-rated Dues: Applications that are effective after September first, of any year, shall provide full credit for the payment of the Association and Fleet dues for the following calendar year.
Article V: MEEETINGS OF MEMBERS
A. Annual Meetings:
1. The Classic Yacht Association Board of Directors shall establish the date and location of the Annual Meeting of the Association. The Annual Meeting is traditionally held in conjunction with the annual meeting of the Board of Directors in the month of January.
2. For purposes of the California Corporation Code, a second Annual Meeting shall be set in conjunction with a California Fleet function whenever the annual meeting of the Board of Directors is held outside the State of California.
B. Special Meetings:
1. Special meetings shall be called after a written request to the CYA Board of Directors from not less than twenty (20) Classic, Vintage or Associate members in good standing.
2. The Secretary-Treasurer shall call the special meeting within thirty (30) days after receipt of such written request and shall notify the voting membership by mail, thirty (30) days prior to the meeting as to the time, place and agenda items to be considered. When appropriate, the notice shall include a ballot to provide the opportunity to vote by mail.
3. No business shall be transacted at any Special Meeting other than that for which the meeting was called. Twenty (20) voting Members shall constitute a quorum for the transaction of business at a Special Meeting.
Article VI: DUTIES OF THE CYA BOARD OF DIRECTORS
A. The Board of Directors shall be responsible for and control all property and affairs of the Association; and, it shall be the duty of the Board of Directors to perform all duties imposed on them by these by-laws.
B. The Board of Directors shall have the power to adopt rules and regulations, as it may, from time to time, be deemed necessary; and, the Board of Directors shall have the authority to create and appoint committees. When appointees are from other than members of the Board of Directors, appointees shall be selected from the membership as recommended by the Fleets.
C. The Board of Directors shall have the right to adjust fees and dues to suit the needs of the Association, but shall set dues and initiation fees, for each year, before June 30 of the preceding year.
D. The Board of Directors shall have the power to suspend, or after notice and opportunity to be heard, expel any member or Fleet of the Association for conduct, which in the opinion of the Board endangers the welfare, interests, or character of the Association.
E. The Board of Directors shall annually cause the books and accounts of the Association to be submitted for review and comment. A financial statement as rendered by reviewers shall be approved by the Board of Directors.
F. The Board of Directors shall adopt no budget that will exceed the reasonably certain annual income of the Association. All prior obligations shall receive preference in payment. The Board of Directors shall incur no indebtedness exceeding one year’s income, unless authorized to do so at a Special Meeting called for that purpose.
G. The Board of Directors shall hold meetings at such times as it may determine and such special meetings that may be called as stipulated in Article V. Voting members of the Board of Directors shall be notified by mail sixty (60) days prior to a meeting of the Board as to the time, place, and full text of the agenda items to be considered.
H. The Board of Directors may hold teleconferences from time to time as deemed necessary to provide continuity in achieving CYA business on matters approved by the Board at the preceding annual meeting that do not require a vote the full Board.
I. At each Annual Meeting, the Board of Directors shall submit an annual report to the membership of the Association.
J. Any meeting of the Board of Directors shall be a majority of the Directors, representation from a majority of the Fleets, and a majority of non-committee appointed officers. Proxies, in writing, will be recognized if limited to action on a specific agenda item.
Article VII: SELECTION OF DIRECTORS
A. Each Fleet, prior to January 15 of each year, shall elect or appoint from its membership representatives to serve on the Board of Directors. There shall be one (1) director for each Fleet with ten to twenty-nine members, two (2) directors for Fleets with thirty to ninety-nine members, three (3) directors for Fleets with one hundred to one hundred ninety-nine members, and four (4) directors for Fleets with two hundred to two hundred ninety-nine members.
B. Vacancies on the Board of Directors shall be filled by the appropriate Fleet.
C. Directors shall serve for a regular term of two (2) years with an alternating term of office for Fleets with two Directors. Directors may not serve for more than four consecutive years unless elected to a flag office. If successive elections to the flag occur, the person so elected may be permitted to serve the elected offices through Commodore.
D. Only one member of a family may serve as a voting member of the Board of Directors at one time.
E. The officers of the Board of Directors shall be selected from among the Directors by members of the Board. Officers shall be Commodore, Vice Commodore, Rear Commodore, and Secretary-Treasurer.
Article VIII: DUTIES OF OFFICERS
A. Commodore: The Commodore shall command the Association and preside at all meetings of the Association, and subject to the Board of Directors, shall perform all duties incident to the office and the management of affairs of the Association. The Commodore shall be an ex-officio member of all committees, with power to vote in case of a tie. The Commodore shall execute all written contracts and obligations of the Association unless the Board of Directors has named another executor. The Commodore shall have the authority to appoint assistant officers, subject to the approval of the Board of Directors.
B. Vice Commodore: The Vice Commodore shall assist the Commodore in the discharge of his or her duties and in the absence of the Commodore, or in the case of a vacancy in the office of Commodore, shall act as Commodore.
C. Rear Commodore: The Rear Commodore shall assist the Commodore in the discharge of his or her duties and in the case of absence or vacancy in the office of Vice Commodore, shall act as Vice Commodore. Or, in the case of absence or vacancies in the offices of both Vice Commodore and Commodore, the Rear Commodore shall act as Commodore.
D. Secretary-Treasurer: The Secretary-Treasurer shall prepare and distribute reports on all proceedings of the Association; shall have general charge of the correspondence and custody of the seal of the Association; and, shall send out notices of regular and special meetings of the Association. The Secretary-Treasurer shall prepare and file all necessary tax forms; at the annual meeting of the Board of Directors shall present a report on the financial condition of the Association and a proposed budget for the coming year. The Secretary-Treasurer shall perform other duties as proper to the office and as the Board of Directors may direct.
Article IX: STANDING APPOINTMENTS AND COMMITTEES
A. Executive Treasurer: The Executive Treasurer may be a non-voting member of the Board of Directors, appointed by the CYA Commodore and confirmed by the Board. The Executive Treasurer shall collect all moneys due to the Association; shall prepare quarterly financial statements; and shall provide such other information concerning the financial affairs of the Association as the Board of Directors my require. In concert with the Secretary-Treasurer, the Executive Treasurer shall prepare and file all necessary tax forms; at the annual meeting of the Board of Directors shall present a report on the financial condition of the Association and a proposed budget for the coming fiscal year.
B. Historian: The Historian may be a non-voting member of the Board of Directors, appointed by the CYA Commodore and confirmed annually by the Board. The Historian shall maintain all historical records of the Association including, but no limited to: original membership applications and photographs, and publications of the Association including membership rosters and newsletters. The Historian shall collect new membership application and prepare reports on the membership of the Association. The Historian shall transmit membership materials to Fleet commodores for transmittal to new members; and, shall report new and reinstated membership information to the international Commodore, Executive Treasurer, Newsletter Editor,Roster Editor, Membership Committee, and the Commodores and Treasurers of each Fleet.
C. Roster Editor: The Roster Editor may be a non-voting member of the Board of Directors, appointed by the CYA Commodore and confirmed annually by the Board. The Roster Editor shall cause an annual Membership Roster to be published. The Roster shall include, but is not limited to, a listing of: active members of the Association; members of the Board of Directors; officers of the Board and of the Fleets; past Commodores of the Association and of the Fleets; Life, Honorary and Charter Members; and, a calendar of events as scheduled by the Fleets.
D. Newsletter Editor: The Newsletter Editor may be a non-voting member of the Board of Directors, appointed by the CYA Commodore and confirmed annually by the Board. The Newsletter Editor shall cause periodic newsletters to be published and distributed to members of the Association. Said newsletters shall include, but are not limited to: articles on the affairs and meetings of the Association and the Fleets; articles on new members; articles promoting the objectives of the Association; and, reports and announcements as directed by the Board of Directors.
E. Membership Committee: The Membership Committee may be non-voting members of the CYA Board of Directors,appointed by their respective Fleets and confirmed annually by the Board of Directors. The Membership Committee shall consist of five members, one Classic, Vintage or Associate member from the Canadian, Northern California, Pacific Northwest, Southern California and USA Fleets, and must have a minimum of three years of membership in the CYA and a demonstrated knowledge of classic yachts. The Membership Committee shall evaluate all applications for new Classic and Vintage members in accordance with eligibility criteria as established by the Board of Directors. Members of the Committee shall place the reasons for any denial in writing and transmit the recommendations to the Historian in a timely manner.
F. Webmaster: The Webmaster may be a non-voting member of the Board of directors, appointed by the CYA Commodore and confirmed annually by the Board. The website shall include information about the CYA and our activities for presentation to the public as well as resource information for members. The Webmaster shall be responsible for responding to inquiries from members or the public, and for forwarding inquiries to other parties when appropriate. The Board may, from time to time, provide specific direction or guidance concerning appropriate content, privacy issues, desired features, etc.
Article X: DUES, INITIATION FEES AND MEMBER’S FINANCIAL OBLIGATIONS
A. Membership dues shall be paid by December 31st for the following calendar year. If not paid by January 15 members may not be included in the Roster, nor authorized to fly the Association burgee, display member plaques nor exhibit any other Classic Yacht Association identification.
Article XI: FLEETS
A. The Board of Directors may grant a charter to form a new Fleet upon the request of at least ten (10) Classic or Vintage members in an appropriate geographical location, or upon the request of at least ten (10) owners of qualified classic and/or vintage yachts in a geographical area distant from any active Fleet of the Association. A chartered Fleet may use only the name designated in the Charter.
B. A Fleet may assess its members to support Fleet activities, and each Fleet may establish regulations and procedures for its operation provided such are not in conflict with the by-laws of the Classic Yacht Association, nor regulations established by the Board of Directors.
C. The division of a Fleet will be considered by the Board of Directors only upon a written petition from the existing Fleet.
Article XII: OFFICIAL BURGEE
The Official burgee for all membership classifications of the Classic Yacht Association shall be a red swallow tail burgee with a white hoist, and a red gothic “C” on a circular white field surrounded by a blue ring. The burgee shall be flown in accordance with Chapman’s Flag Etiquette.
Article XIII: AMENDMENTS
A. These by-laws may be repealed or amended, or new by-laws may be adopted, by a vote of the Board of Directors as business items at the Annual Meeting.
B. Any and all changes to the bylaws must be presented in the Annual Meeting agenda.
C. Amendments to proposed changes to the by-laws shall also be recorded with the amendments to the proposals clearly identified in the Minutes.
D. A record of all changes to the by-laws shall be dated and maintained by the secretary.
Article XIV: DISSOLUTION
Upon dissolution, all assets and property of the Association shall be paid over and transferred to another tax-exempt organization or to the State of California as decided upon by the Board of Directors of the Association at the time of dissolution.