Off Soundings Club

SAILBOAT RACING IN SOUTHEASTERN NEW ENGLAND
FOUNDED NOVEMBER 7, 1933

INCORPORATED FEBRUARY 4, 1949

www.offsoundings.org


Last Updated: May 29, 2013

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Constitution and By-Laws

Table of Contents

 

CONSTITUTION
 
Article I Name and Seal
Article II Object
Article III Burgee
Article IV Officers
Article V Duties of Officers
Article VI Governors
Article VII Powers and Duties of the Board of Governors
Article VIII Standing Committees
Article IX Nominating
Article X Elections
Article XI Membership
Article XII Meetings
Article XIII Fees and Dues
Article XIV Amendments
   
BY-LAWS
 
Article I Notices
Article II Order of Business
Article III Flags
Article IV Yacht Squadron
Article V Amendments
   

 

 

CONSTITUTION

ARTICLE I
Name and Seal


SECTION 1 - This club shall be known as the Off Soundings Club, Inc. The seal shall consist of two concentric circles, the outside circle being 1 and 3/4” in diameter and the inside circle being 1 and 1/4” in diameter, and this proportion shall be adhered to in any reduction or enlargement of the club seal. Between the two circles, and in the upper part, shall be the words “Off Soundings Club, Inc.” and in the lower part, the words “Organized 1933”. In the center there shall be a reproduction of the club burgee.

ARTICLE II
Object


SECTION 1 - The object of this club shall be to promote good fellowship among persons actively interested in sailing.

ARTICLE III
Burgee


SECTION 1 -The burgee of the club is to be a pointed flag. The length to be one and one half the hoist. The device shall be three conventional cresting seas, the bottom half of the flag and the cresting seas being blue and the upper half and the trough of the seas white. The irregular line dividing the blue and the white representing the cresting seas shall start from a point at the hoist that is 1/16 the height of the hoist below the center of the hoist and end at the point of the flag. An exact reproduction of this line should be followed as illustrated by a reproduction of the original drawing which is shown on the cover.

ARTICLE IV
Officers


SECTION 1 - The Officers shall be a Commodore, Vice Commodore, Rear Commodore, Clerk, Secretary, Race Secretary, Race Committee Chairman, Treasurer, Measurer and Historian. The Clerk shall be a resident of the Commonwealth of Massachusetts.

ARTICLE V
Duties of Officers


SECTION 1 - It shall be the duty of the Commodore to command the squadron, enforce the laws and regulations of the club and to preside at all meetings of the club.

SECTION 2 - It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of the Commodore’s duties and to officiate in the Commodore’s absence.


SECTION 3 - It shall be the duty of the Rear Commodore to assist the Commodore and Vice Commodore in the discharge of their duties and to officiate in their absence.


SECTION 4 - It shall be the duty of the Clerk to keep the Corporate Papers current and on file.


SECTION 5 - It shall be the duty of the Secretary to keep the minutes of the meetings of the club and the Board of Governors in books provided for that purpose and to have custody of those books. The Secretary shall have custody of all reports and documents connected with the proceedings of the club. It shall be the Secretary’s duty to keep a correct roll of members, together with the dates of their election, to give notice of meetings of the club, and in the case of special meetings, to state the business intended.


SECTION 6 - It shall be the duty of the Race Secretary to prepare all race notices and to furnish to the Race Committee all information which that Committee may require for the proper conduct of our races.


SECTION 7 - It shall be the duty of the Race Committee Chairman to appoint as many members to this Committee as the chairman deems advisable for the proper conduct of our races. Members of the Race Committee need not be members of the Off Soundings Club. This Committee shall provide suitable starting and finishing lines and shall supervise starts and finishes of each race. It shall determine the results of each race as promptly as possible after its completion and immediately turn such information over to the presiding officer present.


SECTION 8 - It shall be the duty of the Treasurer to have charge of the funds of the club and to keep a correct account of all money received and paid out in books provided for that purpose, and under the direction of the Commodore and the Board of Governors to disburse the funds, to present to the Annual Meeting, and whenever so requested by the Board of Governors, a detailed account showing the financial position of the club and file the same with vouchers with the Secretary.


SECTION 9 - It shall be the duty of the Measurer to determine proper rating of each yacht from measurements, as requested, to be provided by the owner.


SECTION 10 - It shall be the duty of the Historian to keep the historical records of the club on file in a safe repository.

ARTICLE VI
Governors


SECTION 1 -There shall be a Board of Governors which shall meet at least twice a year and shall consist of the Commodore, Vice Commodore, Rear Commodore, Clerk, Secretary, Race Secretary, Race Committee Chairman, Treasurer, Measurer and five other members. The Commodore will be chairman of the Board of Governors.

ARTICLE VII
Powers and Duties of the Board of Governors


SECTION 1 - Five members shall constitute a quorum.


SECTION 2 -They shall conduct the affairs of the club and make such rules as they deem proper and fix penalties for offenses against the rules. They shall approve all appropriations of the funds of the club.


SECTION 3 - They shall have the power to suspend or expel any member for violation of the Constitution or By-Laws or for conduct which they deem improper or prejudicial to the club, but no member shall be expelled, or suspended for longer than thirty days, without a hearing, provided such a hearing is requested by the member in question.


SECTION 4 - They may re-admit to membership any former member whose resignation has been fully accepted. Such re-admission must be by vote and two negative votes shall reject. A rejected candidate shall not be again proposed for reinstatement within six months after rejection.

ARTICLE VIII
Standing Committees


SECTION 1 -The standing committees shall be the Membership Committee, the Protest Committee and the Entertainment Committee. They or their chairmen shall be appointed annually by the Commodore as hereinafter provided.


SECTION 2 - The Membership Committee shall consist of up to five voting members, the Chairman, and four area representative members who will be responsible for facilitating and expediting membership issues and communication in their geographic areas, including promotion, expediting guest invitations and assisting in the assembling and processing of membership proposal packages. The committee area members will be appointed by the Chairman with the approval of the Commodore.


The areas are: Eastern Long Island Sound (Watch Hill, RI to Madison, CT), Western Long Island Sound (Guilford, CT and west and NY State other than Eastern LI), Eastern Long Island (ELIYA), Rhode Island (RI east of Watch Hill), All Other Areas (Responsibility of the Chairman.)

SECTION 3 - The Entertainment Committee shall consist of a Chairman who will appoint as many additional members to this Committee as the Chairman deems advisable for the purpose desired.


SECTION 4 - The Protest Committee shall consist of a Chairman who will appoint as many additional members to this Committee as the Chairman deems advisable for the purpose desired. All disputes or protests shall be subject to their decision which shall be final.

ARTICLE IX
Nominating


SECTION 1 - There shall be a Nominating Committee of three members who shall be appointed by the Board of Governors.


SECTION 2 - The Nominating Committee shall nominate candidates for all elective offices to be filled at the next Annual Meeting.


SECTION 3 - Any six members in good standing may nominate candidates for any off ice by submitting to the Commodore in writing the names of such candidates at least two weeks before the Annual Meeting.


ARTICLE X
Elections


SECTION 1 - Commodore, Vice Commodore, Rear Commodore, Clerk, Secretary, Race Secretary, Race Committee Chairman, Treasurer, Measurer, Historian and five members of the Board of Governors shall be elected at the Annual Meeting of the club, shall hold office for one year or until their successors are elected.


SECTION 2 - A majority of the votes shall be necessary to elect.


SECTION 3 - Any vacancy among elective officers shall be filled by vote of the Board of Governors until such time as a successor is duly elected.

ARTICLE XI
Membership


SECTION 1 -The club shall be composed of active and honorary members. Members must be at least 21 years of age.


SECTION 2 - Membership in this club shall be open to those who enjoy and support the sport of sailing. Each candidate for active membership must be proposed in writing by one member and seconded by two members. Supporting letters from other club members are encouraged. Proposal packages can be obtained from the Membership Committee by any member in good standing. The enclosed membership application form must be completed with full name, age, occupation, and home and business addresses, signed by the candidate, returned to the proposer.

The membership application, proposal, seconding and any supporting letters must be assembled into a completed package by the proposer and sent to the Membership Chairman.
Copies of completed packages will be sent immediately to committee members for review. They may by unanimous vote recommend candidates to the membership for a 30 day period of review and comment. A list of recommended candidates shall be circulated to the full membership by postal mail, or at the option of the Chairman a combination of electronic mail (e-mail) to members that have supplied the club with valid e-mail addresses and postal mail to any who have not. Comments should be directed to the Membership Chairman only. When the review period expires the Membership Committee shall consider any comments received from members and by unanimous vote elect to membership any candidates that they deem desirable. No rejected candidate shall be eligible to reapply for membership within twelve months after rejection.
The Chairman shall hand the committee’s decisions to the Commodore, the Secretary, the Treasurer, and the Race Secretary and notify the new member and his proposer with as little delay as possible. Except for the final action thereon all proceedings of the Membership Committee upon any proposal for membership, and all communications to them in reference thereto, shall remain confidential.


SECTION 3 - Any member in arrears for dues or other indebtedness for a period of two months shall be notified by mail by the Secretary of the amount due. If not paid within one month thereafter the name of the delinquent shall be reported by the Secretary to the Board of Governors at the next meeting. The Board of Governors may drop from the rolls the names of such delinquents who shall be thereafter excluded from the privileges of the club, and shall lose any rights they might have in the club property. A member dropped from the rolls for non-payment of dues or any other indebtedness, may, upon payment of same, at the discretion of the Board of Governors, be reinstated to full membership.


SECTION 4 - No member in arrears for dues or other indebtedness shall be eligible to hold office, or entitled to vote, or to enter in any race.


SECTION 5 - Any member not in arrears for dues, or other indebtedness, may tender a written resignation of their membership to the Secretary who shall report same to the Board of Governors at the next meeting for their action. Any resigning member surrenders any rights that they might have in the club property.


SECTION 6 - Honorary members shall be elected at any meeting of the club after recommendation by the Board of Governors. They shall be exempt from dues and assessments; they shall not vote or hold office unless they are an active member at the time of their election.


SECTION 7 - Members entering active-duty military service shall have their dues waived for the period of military duty overseas.

ARTICLE XII
Meetings


SECTION 1 - The Annual Meeting shall be held immediately prior to the Annual Dinner which shall be held, as designated by the Board of Governors, during February, March or April of each year. Notification of such meeting shall be mailed or e-mailed to each member at least 30 days in advance of scheduled date of meeting, or posted on the Club website.


SECTION 2 - The Secretary shall call a special meeting at the direction of the Commodore, or upon the request of five members. Notice of such meeting shall be mailed to each member at least 30 days in advance of scheduled date of meeting.


SECTION 3 - Fifteen members, in person or by proxy, will constitute a quorum for the transaction of business an any Annual or special meeting.

ARTICLE XIII
Fees and Dues


SECTION 1 - The Board of Governors will determine the fees, dues and assessments necessary for the maintenance of the club.

ARTICLE XIV
Amendments


SECTION 1 - The Constitution may be amended at any meeting of the club on a two-thirds vote of all present, provided the proposed amendment has been recommended by the Board of Governors and a copy of such recommendation has been mailed to every member at least 30 days in advance of such meeting.



BY-LAWS
ARTICLE I
Notices


SECTION 1 - Notices shall be sent to every active member of all meetings of the club at least 15 days prior thereto.


ARTICLE II
Order of Business


SECTION 1 - At regular meetings the following order of business shall be observed.
1. Roll Call
2. Reading of the minutes of the previous meeting
3. Report of Officers
4. Report of Committees
5. Unfinished Business
6. New Business
7. Election of Officers


ARTICLE III
Flags


SECTION 1 - The Commodore’s flag shall be blue, rectangular, with a foul anchor in white, surrounded by 13 white five-pointed stars.
SECTION 2 - The Vice Commodore’s flag shall be red, rectangular, with a foul anchor in white, surrounded by 13 white five-pointed stars.
SECTION 3 - The Rear Commodore’s flag shall be white, rectangular, with a foul anchor in red, surrounded by 13 red five-pointed stars.
SECTION 4 - The Race Committee flag shall be rectangular of blue, with the two letters RC in white on either side of a foul anchor in the center in red.


ARTICLE IV
Yacht Squadron


SECTION 1 - Yachts owned wholly or in part by members of the club shall become enrolled in the squadron upon filing with the Secretary a description thereof stating name, ownership, dimensions and rig and the name of the builder when known.


SECTION 2 - The club burgee shall be flown by a club member only from a yacht owned, chartered or commanded by the member or from a yacht which is under the direction of the Race Committee Chairman.


SECTION 3 - Cruises, races and other club functions as not herein stipulated shall be held at such times as may be determined by the Board of Governors.


SECTION 4 - There shall be annual spring and fall races at such times and at such places as may be designated by the Board of Governors.


SECTION 5 - Members of the club may invite guests to participate in club races. Guest invitations are administered by the Membership Chairman.


SECTION 6 - Yachts participating in club races must be at least 23.75 feet in length, and no longer than 62 feet in length.


ARTICLE V
Amendments


SECTION 1 -These By-Laws may be amended at any meeting of the club on a two-thirds vote of all present, provided the proposed amendment has been recommended by the Board of Governors and a copy of such recommendation has been mailed to every member at least 30 days in advance of such meeting.

 


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