Viper 640 Class Association Constitution
Written by Class Association
Wednesday, 03 December 2008 14:07
Amended by 2010 AGM Jan 15, 2011
Amended by 2012 AGM, Sept 15, 2012
1.0 The name of this organization shall be the Viper 640 Class Association (The Class Association, or The Class).
2.0 The emblem of the Class Association shall be the recognized Red Circle with the letter V formed by a Vipers head in the center.
3.0 The objectives of the Class Association are:
3.1 To facilitate Viper 640 owners and crew having fun sailing and racing their boats (The fundamental objective).
3.2 To maintain the Viper 640 as a strict one-design class of sailboat, where owners can maintain competitive boats at a reasonable cost.
4.0 The Policies of the Class Association are as follows:
4.1 The Class Association shall provide a set of class rules that maintain the one-design nature of the Viper 640.
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.
5.0 The Class Association shall comprise: - the membership, the executive committee, and the board of governors.
The Class Association Membership
5.11 Any person actively associated with sailing Vipers may become a member of the Class 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 bylaws. The Executive Committee may set different levels of dues for members who are owners, skippers, helmspersons or 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. A member who owns a boat is an Owner Member.
5.12 Any member may hold office.
5.13 Voting: On all matters submitted to members for action and on all matters for which a vote of members is required, voting shall be on the basis of one vote per boat. Each Viper 640 owned by an owner member(s) shall be entitled to one vote. The owner member(s) shall designate one member to vote on behalf of each boat. Where more than one owner member owns a boat, the owner members shall decide among themselves who shall cast their boat’s one vote. If more than one vote is submitted by a boat then the vote will be counted as one vote if the votes are in agreement and will be disregarded if the votes are in disagreement.
5.14 In order to participate in a class sanctioned regatta, the owner of the boat and the helmsperson must be members of the Association.
5.15 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 members of 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 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 recommendations 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 establish 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. Each Governor shall be elected and shall serve up to a six year term. The term shall end at the AGM following the sixth anniversary of their election. The election of the Board of Governors shall be staggered such that every two years one governor is due to retire and one governor is elected on the same cycle as the election of the class officers.
7.1 Nominations for Governor may come from the existing Board of Governors and/or the executive committee. 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. If there is more than one candidate for one Governor's position, there shall be a preliminary round of voting. If a candidate receives a majority of the votes, that candidate shall stand for election as the sole nominee. 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 to determine who shall stand for election as the sole nominee. During the final election for Governor, votes can only be cast in favor or against a candidate or an abstention. 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 the outgoing Governor) and the Class President shall decide by a majority vote whether the nominee is elected or the existing board of Governors remains in place until another election can be held at the next AGM. A nominee cannot be elected if the nominee receives more than 50% of the votes against the nominee, and the existing board of governors may remain in place until another election can be held at the next AGM.
7.2 Where a Governor retires or resigns before the end of the term, an election for a replacement Governor may take place at the following AGM. When a Governor is elected outside of the two year cycle (enabling one governor to be elected every two years), that Governor’s term shall be shortened or lengthened such that the two year cycle is reinstated. A retiring Governor may stand for reelection.
7.3 A Governor shall not serve as Governor when they have a potential conflict of interest with the interests of the members of the Class Association and shall recuse him or herself where a temporary conflict of interest exists or retire if a long term conflict of interest arises.
8.0 The Class Association Constitution, the Class Bylaws and the Class Rules may be amended by the following procedure:
8.1.1(a) A proposed amendment to the Constitution or the Class Bylaws (except the Class Rules) must be received in writing by the Class President at least 90 days ahead of the Annual General Meeting (AGM), supported by at least 5 Member votes or a member of the Executive Committee.
8.1.1(b) A proposed amendment to the Class Rules must be received in writing by the Chairperson of the Technical Committee or the Class President at least 90 days ahead of the Annual General Meeting (AGM), supported by at least 5 Member votes or a member of the Executive Committee or a member of the Technical Committee.
8.1.2(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
8.1.2(b) A proposed amendment to the Bylaws (except the Class Rules) shall be reviewed by the Executive Committee who shall prepare a recommendation
8.1.2(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.
8.1.3 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.
8.1.4 Class Members shall be provided with an opportunity to comment and furnished with a means to submit a postal or electronic proxy vote
8.1.5 Votes will be counted in proxy and in person at the AGM.
8.1.6 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.8.1.7 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.
8.2 The Class Rules may also be amended by the following procedure.
8.2.1 A proposed amendment must be received in writing by the Class President or the Chairperson of the Technical Committee supported by at least 5 member votes or a member of the Executive Committee.
8.2.2 If the majority of the technical committee supports the amendment and unanimously recommends that the amendment should be voted on by the membership prior to the next AGM, the Technical Committee shall submit the proposed amendment or amendments to the executive committee requesting a “special electronic vote”.
8.2.3 A special electronic vote must be approved by a majority of the executive committee including the Class President. The executive committee may not approve more than one special electronic vote in any one calendar year.
8.2.4 The Executive Committee and the Governors have the right to choose to review proposed amendments to the Class Rules and they can prepare their own recommendation, endorse the Technical Committee recommendation, disagree with the Technical Committee recommendation or make no comment.
8.2.5 The Class Secretary shall circulate the proposed amendments with the appropriate recommendations to all Class members by email. The proposed amendments shall be published on the Class website for a minimum of 45 days (the voting period) commencing on a date after the proposed amendment(s) has been circulated to the members and can be included in any Class newsletter circulated within the voting period.
8.2.6 During the voting period, Class Association members shall be provided with an opportunity to comment and furnished with a means to submit and electronic vote. At the end of the voting period, the votes shall be counted by the Class Secretary.
8.2.7 An amendment to the Class Rules that receives a 60% majority of the votes received shall pass, provided at least 51% of the membership voted.
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. The Class President and all Governors may not be a Class appointed distributor and shall resign if they become a distributor while in the office. Distributors may not account for more than one third of the Executive Committee and must recuse themselves from all votes regarding distributors. Class appointed builders may not be on the Executive Committee or the Board of Governors.