Viper 640 Class Association Constitution

4.2 The Class Association shall help organize and promote racing of Viper 640s. The Association shall promote both handicap and one-design racing. The primary focus of the Association is one-design racing.

4.3 The Class Association shall seek to assure the long term future of the class by appointing builders qualified to build good quality boats at reasonable prices.

4.4 The Class Association shall encourage communication between Viper sailors to share information and sailing experiences. The Association shall maintain a Class website.

4.5 The Class Association shall promote social activities to generally enhance the enjoyment of sailing the Viper 640. The Association shall seek to welcome and encourage Viper sailors and prospective Viper sailors.

4.6 The Class Association shall promote the growth of the Viper 640 class.

Organization

5.0 The Class Association shall comprise: - the membership, the executive committee, and the board of governors.

The Class Membership

5.11 Any person associated with sailing Vipers may become a full member (member) of the association, by applying to the secretary and paying dues. The class dues shall be set by the executive committee subject to the terms defined from time to time in the By Laws (Bylaw 2). The Executive Committee may set different levels of dues for owners, skippers, helmspersons and crew. The Executive Committee may establish a class of associate members (associate members) who shall not be considered members under the terms of this constitution.

5.12 Any member may hold office and vote, however each Viper 640 shall be entitled to only one vote. Owner partners shall decide who shall cast their boat’s one vote.

5.13 In order to participate in a class sanctioned regatta, the owner of the boat and the helmsperson must be members of the Association.

5.14 An Annual General Meeting shall be held at a time and place designated by the Executive Committee, normally in conjunction with the North American Championships. The Meeting must be attended by Class Members in person or in proxy who represent 20 % of the active fleets in the Class Association.

The AGM Order of Business may include:

Roll Call of Fleets

Minutes of Last Meeting

Reports of Officers and Committees

Approval of Class Dues

Proposed Amendments to Constitution and/or Bylaws

Unfinished Business

New Business

Presentation of Candidates for Office (every 2 years)

Election of Class Officers (every 2 years)

The Executive Committee

5.21 The Executive Committee shall be comprised of the Class Officers. The Class Officers are:

The President

The Secretary

The Treasurer

The Technical Committee Chair

Regional Vice Presidents

Up to two executive officers appointed by the President

Members of the Executive Committee must be members of the Class Association.

5.22 The Executive Committee shall manage the day to day affairs of the Association on behalf of the membership.

5.23 If any votes are required in the Executive Committee, they shall be decided by a simple majority, and in the case of a tie; the President shall have the deciding vote.

5.24 The President shall be the chief executive officer of the Association. The President shall preside over executive committee meetings and meetings of the membership, including the Annual General Meeting. The President shall seek to pursue the objectives of the Association. The President shall ensure compliance with and implementation of the policies and bylaws of the Association, implement decisions of the Executive Committee, appoint special committees, rule on procedure and authorize payments of bills under the committee spending limit.

5.25 The Secretary shall be responsible for taking minutes of meetings, maintaining records including a record of class members and class registered boats. The Secretary shall ensure that the Executive Committee pursue objective 4.4 above and promotes the exchange and dissemination of information among class members. This shall include the maintenance of an effective Class website. The President may appoint a Website Chairperson and Website Committee. The Secretary and the President may sit on the Website Committee.

5.26 The Treasurer shall be responsible for the financial affairs of the Association and shall receive dues, mold fees, and other receipts of the Association and make disbursements authorized by the President or Executive Committee. At each Annual General Meeting the Treasurer shall present a financial statement. At the beginning of each year the Executive Committee shall establish a spending limit. Expenditures at or below this limit may be authorized by the President. The President may from time to time delegate this authority to the Treasurer. Expenditures above this limit shall require the approval of the Executive Committee. Until the Executive Committee establishes a new spending limit the prior year's limit remains in place. The initial spending limit until superseded by a new limit is $1000.

5.27 The Technical Committee Chair shall chair the Technical Committee

5.28 The Executive Committee and the Governors may determine that a substantial area, where several fleets are established and the size of the Class membership warrants, shall constitute a region and be represented by a Regional Vice President. The Regional Vice President shall be elected for a two year term to coincide with the terms of other members of the Executive Committee by the class membership in that region. The Regional Vice President shall confer regularly with Fleet Captains and Members in the region and may establish a regional organization to assist in pursuing the objectives of the Class Association.

5.29 The Class President may from time to time appoint additional Class Executive Officers to serve on the Executive Committee and fulfill roles that will benefit the Class Association. Such Class Officers must be approved by the Executive Committee and no more than two may serve at any one time. They shall step down when a new President is elected.

5.30 The Class Officers shall normally serve a two year term and with the exception of the Regional Vice Presidents and any additional Class Executive Officers appointed by the President and approved by the Executive Committee, they shall be elected either at the Annual General Meeting preceding the expiry of the preceding Officer's term or by electronic vote conducted between September 1st and December 31st in the second year of the Officer's term.

5.31 Nominations to an office may be made by:

(1) A Nominating Committee appointed by the President

(2) From the floor, proposed by a Class Member representing one vote and seconded by a Class Member representing another vote under 5.12. It is the responsibility of the nominator to know in advance that a proposed candidate is willing to serve.

5.32 Voting shall be by Class Members present and by qualified proxy, subject to Paragraph 5.12 above. Proxies may be delegated to a Class Member or delegated to the Class President. If more than two candidates are nominated for office, the one who receives a majority of the votes shall be elected. If no candidate receives a majority of the vote, then the two candidates receiving the highest number of votes shall participate in a run-off vote. In the event of a tie vote, then the outgoing President shall cast a deciding vote for the incoming President and the incoming President shall cast a deciding vote for all other officers.

5.33 If a Class Officer's position becomes vacant during any two year term, the the remaining Executive Committee members shall appoint a Member to that role. The term of any such appointment shall expire at the next Annual General Meeting. If that AGM is in the middle of the Executive Committee's two year term, the subsequent appointment shall last only one year such that in the following years the full slate of Officers is elected at the same time on a two year basis.

Committees and Fleets

6.0 The Technical Committee shall consist of up to four committee members comprising: The Technical Committee Chair, The President (or the President may appoint a Member to the Technical Committee in place of the President) and no more than two other Members. The two other Members shall be jointly appointed by the Technical Committee Chair and the President, or the Technical Committee Chair and the President may each separately appoint one Member.

Members of the Technical Committee must be members of the Class Association.

The Technical Committee shall be responsible for interpreting the Class Rules (Bylaw 1) and reviewing all proposed amendments to the Class Rules.

6.1 The President may from time to time appoint a Builders Committee, which shall consist of the President, a Governor and no more than two other committee members. The Board of Governors may appoint one representative on the Committee and the President may appoint another or they may jointly appoint Committee members. The Builders Committee shall be responsible for reviewing applications to become Class Association Appointed Builders or Distributors and making recommendations to the Executive Committee and Board of Governors. The Builders Committee may also be charged by the President to review existing Builders and Distributors and their practices and make reccomendations to the Executive Committee and the Board of Governors. The appointment or dismissal of a builder or distributor must be approved by both the Board of Governors and the Executive Committee.

6.2 A Fleet shall consist of three or more boats owned by Class Association Members. A Fleet shall be recognized by applying to the Class Secretary and being allocated a fleet title and a fleet mnemonic or number. Each Fleet may elect its own Fleet Captain. The President may esablish a Fleet Captains' Committee to help promote the objectives and policies of the Class Association. Where a Region is represented by a Regional Vice President, the Regional Vice President shall be a member of any Fleet Captains Committee and shall represent the Regions's fleets at the Executive Committee.

The Board of Governors

7.0 The Board of Governors shall consist of up to three Governors. The first Governor shall be the Class Designer. The second Governor shall be appointed by the founder members of the Class Association in any manner they choose. The founder members of the Class Association are current Class Association members who were Class Association members on Deecmber 31st 2005 and who currently own a Viper. When the first and/or second Governor retires or vacates the position, a replacement governor/s shall be elected according to the process described in 7.1. The first and second governors shall retire on or before the Class AGM held in 2018 but they may stand for reelection for Governor under 7.1. A third Governor may be elected according to the process under 7.1

7.1 Governors shall be elected for a six year term. The term shall end at the AGM following the sixth anniversary of their election. Nominations for Governor shall come from the existing Board of Governors including any outgoing Governor. Candidates for Governor shall be announced at least 60 days preceding an Annual General Meeting. The election shall take place at the Annual General Meeting. Class Association Members shall be furnished with a means to submit proxy votes. Proxies can be delegated to any Class Member. If there is more than one candidate for one Governor's position, preliminary voting shall determine which candidate has the most votes to stand for election as Governor using the methodology to elect Class Officers. During the final election for Governor, votes can only be cast in favor or against a candidate. The candidate needs to receive a vote of 70% of votes cast in favor of his or her candidacy to be elected. If no candidate meets these criteria, then the existing Board of Governors (including outgoing) remain in place until another election can be held at the next AGM.

7.2 The Role of the Board of Governors is to safeguard the long-term interest of the Class and preserve the intent of the original objectives and policies of the Class founders.

7.3 The Governors shall be responsible for approving or rejecting the appointment of builders and distributors.

7.4 The Governors may review any Bylaw amendments, Class Rule amendments and Constitution amendments.

Amendments

8.0 The Class Association Constitution, the Class Bylaws and the Class Rules may be amended by the following procedure:

(1) A proposed amendment must be received in writing by the Class President at least 90 days ahead of the Annual General Meeting, supported by at least 5 Member votes or a member of the Executive Committee.

(2)(a) A proposed amendment to the Constitution shall be reviewed by the Executive Committee and the Board of Governors who shall prepare a recommendation describing whether they support or oppose the amendment

(2)(b) A proposed amendment to the Bylaws (except the Class Rules) shall be reviewed by the Executive Committee who shall prepare a recommendation

(2)(c) A proposed amendment to the Class Rules shall be reviewed by the Technical Committee. The Technical Committee shall prepare a recommendation. The Executive Committee and the Governors may also review amendments to the Class Rules and they can prepare their own recommendation, endorse the Technical Committees recommendation or make no comment.

(3) The Class Secretary shall circulate proposed amendments with the appropriate recommendations to all Class Members at least 60 days ahead of the AGM. The proposal shall be published on the Class website for 60 days ahead of the AGM and included in any Class newsletter.

(4) Class Members shall be provided with an opportunity to comment and furnished with a means to submit a postal or electronic proxy vote

(5) Votes will be counted in proxy and in person at the AGM.

(6) An amendment to the Bylaws (including the Class Rules) that receives a 60% majority of the votes present, in person and in proxy, shall pass.

(7) An amendment to the Constitution that is approved by 70% of the vote present, in person and in proxy, shall be submitted in hard copy or electronically to all voting class members who did not vote at the meeting for final ratification. Final ratification shall require an affirmative vote by 70% of all Class Members that voted and 55% of of Class Members qualified to vote, received by the deadline of 30 days after the AGM. An amendment that failed to receive such ratification but received 60% or more of qualified votes received may be ratified by a majority of the Governors if they conclude such an amendment is in the long-term interest of the Class.

Compensation

9.0 Class Officers and Governors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.