By Laws

ARTICLES OF ASSOCIATION of THE EASTERN CONNECTICUT SAILING ASSOCIATION

ARTICLE I

The name of the Association shall be the EASTERN CONNECTICUT SAILING ASSOCIATION. (Hereinafter referred to in these articles of association as the “Association”.)

ARTICLE II

OBJECT: This Association is organized for the following purposes:
(A) To encourage and promote yachting activities among the members of this Association and all other yachting associations throughout the world.
(B) To formulate rules and schedules governingcompetitions and the conduct of competitions among the members and member clubs, and to participate in the formulation of rules governingcompetitions among member clubs and other yachting associations.
(C) To foster educational programs for the training of members in the science of seamanship and navigation.
(D) The Association is specifically precluded from engaging in any prohibited activities as defined under Connecticut State Statutes, and from any other activities not permitted to be carried on by:
a. a corporation exempt from Federal income tax under Section 501C (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law
b. a corporation, contributions to which are deductible under Section 170 C (2) of the Internal Revenue Code of 1954, or any other corresponding provision of any future United States Internal Revenue law.
(E) The purposes of the Association shall be charitable and educational; and it is formed and shall operate exclusively to foster local, regional, national and international amateur sports competition, with no part of its activities involving the provision of athletic facilities or equipment, all as provided within the meaning of Section 501C (3) of the Internal Revenue Code of 1954 as amended.

ARTICLE III

MEMBERSHIP: All clubs having a yachting station on the Eastern Section of Long Island Sound and waters near or adjacent thereto shall be eligible for membership in this Association. Individuals shall be eligible for membership in this association.

Members of the following Clubs are the charter members of this Association; the names following each club being the original representatives, and the numerals following the name of each representative specify his original term of membership and shall be held to run from January 1, 1933
Sachem’s Head: Messrs. R.C. Stevens, Jr. (3); H.M. Bullard, Jr. (2); and J. W. Walden (1).
Shennecossett: Messrs. J. L. Parsons, Jr. (3); G.D. Maynard (2); and Meada Minnegerode (1).
Pine Orchard: Messrs. D. Whiting (3); L.A. Howard (2); and A. Y. Warner (1).
Madison Beach: Messrs. D. W. Ladd (3); J.P. Smith (2); and J. E. Muhlfeld (1).
Duck Island: Messrs. W. H. West, Jr. (3); Jansen Taylor (2); and F. G. Winslow (1).
Fenwick: Messrs. L. Davis (3): S. F. Westbrook (2); and Thomas Willets (1).

ARTICLE IV

OFFICERS: The officers shall consist of Commodore, Vice-Commodore, Rear-Commodore, Secretary, and Treasurer who shall be elected as hereinafter provided.

ARTICLE V

EXECUTIVE COMMITTEE: There shall be an Executive Committee consisting of officers of the Association, the most recent Past Commodore and six additional Directors elected as hereinafter provided. In addition, the Chairman of the Offshore Committee, the Chairman of the One-Design Committee, the Chairman of the Junior Sailing Committee, and the Chief Handicapper of the PHRF of Long Island Sound shall be ex-officio members of the Executive Committee. Ex-officio members of the Executive Committee shall have the same Executive Committee privileges and responsibilities as Directors, including voting rights for any vote that shall come before the Executive Committee.

It shall be the duty of the Executive Committee to exercise general charge, control, and supervision of all funds, affairs, and activities of the Association except as otherwise provided. It may admit yacht clubs to representation and shall, in its discretion, drop any member or member club which no longer furthers the objects of the Association.

ARTICLE VI: DUTIES OF OFFICERS

a) The Commodore shall preside at all meetings of the Association and the Executive Committee and perform such other duties as may be delegated to him from time to time by the Executive committee.
b) The Vice-Commodore shall assist the Commodore in the discharge of his duties and preside in his absence.
c) The Rear-Commodore shall assist the Commodore and Vice-Commodore in the discharge of their duties and preside in the absence of both.
d) The Secretary shall keep a record of the proceedings of all meetings of the Association and the Executive Committee. He shall conduct the correspondence of the Association, send out all notices, and perform other such other duties as usually pertain to the position of Secretary.
e) The Treasurer shall collect and receive all moneys, keep a correct account thereof and deposit said moneys in the name of the Association in such banks or banks as may be approved by the Executive Committee. When appropriate, and at the Annual Meeting, he shall submit a report in writing of the financial condition of the Association. He shall perform such other duties as usually pertain to the position of Treasurer.

ARTICLE VII

The dues of each member club and Individual members shall be fixed at the Annual Meeting.

ARTICLE VIII

MEETINGS: The Annual Meeting of the Association shall be held during the period from September 15 to December 15 at the call of the Commodore. Annual, Special, and Executive Committee meetings may be called by the Commodore or upon written request of any three members of the Executive Committee.

Notice of any meeting shall be given by the Secretary by mail or e-mail ten or more days in advance of the meeting and shall specify the time and place thereof. No business other than that specified in the call may be conducted at a Special Meeting. The call of the Annual Meeting will include the proposed slate of officers and directors to be presented by the Nominating Committee.

ARTICLE IX

VOTING: Member Clubs only may vote and shall be entitled to be represented by delegates at all meetings of the Association. One delegate shall be designated to cast the vote of a Club. A delegate’s authority to represent and vote in behalf of a club, if challenged, must be in writing and attested to by the Secretary or some other appropriate officer of the Club represented. Duly authenticated written proxies filed with the Secretary may be voted at all meetings of the Association.

ARTICLE X

ORDER OF BUSINESS:
1. Roll Call
2. Minutes of Previous Meeting
3. Reports of Officers
4. Reports of Committees
5. Unfinished Business
6. New Business
7. Election of Officers and Directors
8. Adjournment

ARTICLE XI

QUORUM: Delegates from seven clubs shall constitute a quorum at any meeting of the Association but proxies shall not be included in counting a quorum. Five members, including a flag officer, shall constitute a quorum at any meeting of the Executive Committee.

ARTICLE XII

ELECTIONS: A nominating committee composed of the two most recent available Past Commodores and a director designated by the Executive Committee shall nominate one candidate for each office to be balloted for at the Annual Meeting. A qualified candidate shall be a member in good standing of a member club.

The officers and directors shall be elected at the Annual Meeting of the Association, and a plurality of votes cast shall elect. The officers shall hold office for one year, or until their successors have been elected and duly qualified and shall to take office on the beginning of the calendar year following their election. Directors shall remain in office until the end of their calendar year.

The directors are to be elected each to serve two (2) years except that in the initial election, three (3) shall be elected for one (1) year only, and three (3) for two (2) years. Vacancies occurring in any office or directorship shall be filled by appointment by the Executive Committee until the next Annual Meeting of the Association.

This article shall not exclude independent nominations made in any other way.

ARTICLE XIII

COMMITTEES: The Commodore, with the approval of the Executive Committee shall appoint the following (terms to be concurrent with the Commodore’s term):
Chairman of the Offshore Committee
Chairman of the One-Design Committee
Chairman of the Junior Sailing Committee
Chairman of the Appeals Committee
ECSA Representative to US Sailing’s Council of Sailing Associations.

The Commodore, with the approval of the Executive Committee, may appoint such additional committees as he sees fit.

ARTICLE XIV

AMENDMENTS: These Articles of Association may be altered, amended, or repealed at any Annual or Special Meeting of the Association by two-thirds vote of those Clubs voting in person or by proxy at such meeting, provided the notice of such meeting shall have contained a provision for such action, in general language, and without necessarily specifying the form intended to be used in any change.

ARTICLE XV

BURGEE: The burgee of this Association shall be a burgee or swallowtail flag whose hoist shall be two-thirds the length of the fly. The upper and lower edges of the fly shall be parallel to each other with the swallowtail being formed by a right angle whose apex lies on the center line of the flag and whose arms intersect the upper and lower edges of the fly at their maximum length. The burgee shall be red, white, and blue – divided into five equal horizontal stripes – the top and bottom stripes blue, the center stripe red, and the intermediate stripes white. To be properly displayed, the burgee should be flown from the starboard spreader of the mainmast of sailing or power vessels when the burgee of an ECSA yacht club is also being properly displayed. Display is especially recommended at ECSA regattas, rendezvous, or other Association functions.

ARTICLE XVI

DISSOLUTION: The term for which this Association shall exist shall be perpetual. If this Association is ever dissolved, the residual assets will be turned over to one or more organizations which themselves are exempt as organizations described in Section 501C (3) and 170 C (2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue Code or to the federal, state or local government for exclusive public purpose.

Amended October 3, 1978