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 ARTICLE I -- CORPORATE NAME Section 1. NAME -- The name of this organization shall be the Society for the Education of American Sailors, Inc., referred to herein as SEAS. Section 2. CHAPTERS -- Groups of individuals, operating in specific geographical areas, may form Chapters of, and utilize the name of, this organization, pursuant to the approval of the National Organization. Chapters must operate under guidelines specified in the bylaws. ARTICLE II -- OBJECT OF THE ORGANIZATION Section 1. OBJECTIVES -- The purpose and aims of this organization are: A. To render community service in promoting and encouraging sailing as recreation and sport by providing low-cost, learn-to-sail programs using volunteer instructors [revised 1985]; B. to include American Red Cross prescribed standards for proficiency and safety; C. to promote relationships among persons interested in sailing craft and water safety; D. To assist other organizations in the development and implementation of recognized standards of safety and proficiency for certification at various levels of sailing skill; E. To be a not-for-profit organization. ARTICLE III -- MEMBERSHIP Section 1. ELIGIBILITY -- All persons regardless of race, creed, sex or national origin shall be eligible for membership. Section 2. CLASSES OF MEMBERSHIP -- There shall be four classes of membership: Active, Associate, Regular, and Honorary. The requirements and privileges of each shall be as prescribed in the bylaws. Section 3. APPLICATION FOR MEMBERSHIP -- Applications for membership will be accepted as approved by local chapters or by submission to the national organization as prescribed in the bylaws. Section 4. PROOF OF MEMBERSHIP -- Each active and regular member shall be issued a membership card stating the type of membership and having an expiration date. All honorary members shall be issued a permanent membership card. Section 5. TERMINATION OF MEMBERSHIP -- Membership shall be terminated upon: A. Receipt of written resignation; B. Removal from rolls by procedures prescribed in the appropriate bylaws; C.. The ninety-first day after the expiration of the membership card. ARTICLE IV -- MEETINGS Section 1. REGULAR MEETINGS -- There shall be an annual membership meeting. Section 2. SPECIAL MEETINGS -- Special membership meetings shall be called by the Commodore or upon petition of at least 25% of the National Executive Board and the membership shall be given 30 days written notice of said meeting. [Revised 1985.] Section 3. QUORUM -- A quorum of a regular membership meeting, a special membership meeting, or a National Executive Board meeting shall consist of 40% of the National Executive Board. [Revised 1988.] Section 4. ORDER OF BUSINESS A. Annual Membership Meeting [Revised 1985; 1988.] 1) Call to order
B. Special Membership Meetings [Revised 1985.] 1) Call to order
ARTICLE V -- GOVERNMENT Section 1. STATEMENT OF GOVERNMENT -- This shall be a self-governing organization which, without sacrificing any of the organization's autonomy, may cooperate with any other organization or body for the furtherance of the purposes stated in this Constitution. Section 2. OFFICERS A. NATIONAL EXECUTIVE BOARD -- There shall be a National Executive Board which will conduct the business of the organization between membership meetings and through the use of committees. The duties of this board shall be as prescribed in the bylaws. [Revised 1985.] B. EXECUTIVE OFFICERS -- There shall be elected from and by the National Executive Board the following officers: Commodore, Vice Commodore, Secretary, and Treasurer. The term of office shall be one year. [Revised 1983.] C. REGISTERED AGENT -- [Deleted 1987.] Section 3. REPRESENTATIVES -- Representatives to the National Executive Board are elected from the membership of a chapter. Only persons who have been members in good standing of SEAS-National for a period of at least one year as of the date of election are eligible to become Representatives. This requirement shall be suspended as to representatives of a new chapter for the first two years after the founding of that chapter. [Revised 1983; 1988.] Section 4. COMPOSITION OF THE NATIONAL EXECUTIVE BOARD -- The National Executive Board shall consist of a number of representatives from each subsidiary and affiliate chapter. The National Executive Board shall be composed of those representatives elected in accordance with Article VI, Section 2, paragraph C whose terms have not yet expired, those persons elected to fill vacancies in accordance with Article VI, Section 2, paragraph D, and persons elected prior to 1988 whose terms have not yet expired. If for any reason the seat of a Board member elected prior to 1988 becomes vacant it shall not be filled [Revised 1983; 1987; 1988.] Section 5. TERMS OF REPRESENTATIVES -- Each representative to the National Executive Board shall serve for a term of two years, except those filling vacancies. [Revised 1987; 1988; 1993.] A. As a special one time adjustment, the National Representative seats which were not filled by the Morris Chapter at the Annual Meeting held on February 13, 1993 shall be available to the Morris Chapter as one year terms at the 1994 Annual Membership Meeting. Nominations for the said seats are to be in accordance with Article VI, Section 1. Article V, Section 5, paragraph A will be deleted from the Constitution as of December 31, 1994. [Added 1993.] Section 6. EFFECTIVENESS OF NATIONAL EXECUTIVE BOARD DECISIONS A. If 2/3 of the members of the National Executive Board present and voting have voted in favor of a main motion, it shall take effect immediately and shall not be subject to the Review Board procedure set forth in Article XIV, Section 2. [Added 1988.] B. If a main motion has been passed by the National Executive Board by a vote of less than 2/3, it shall not take effect for a period of seven days. If a written statement of intent to seek review of a main motion signed by five SEAS members is delivered or mailed to the National Commodore within the above seven-day period, then the motion shall not take effect for thirty days after the motion was passed. [Added 1988.] C. If a petition that (a) seeks review of a main motion passed by the National Executive Board and (b) is signed by 10% of the Total Membership of SEAS-National is delivered or mailed to the National Commodore before the end of the thirty-day period mentioned in the preceding paragraph, the motion shall not take effect until the review procedure set forth in Article XIV, Section 2 has been completed. [Added 1988.] Section 7. DEFINITIONS A. Nominal Size of the Executive Board: The "Nominal Size of the Executive Board" is the target number of members of the Executive Board. This number is used to calculate the Annual Chapter Representation, which may result in a total Executive Board size that is greater or smaller than the Nominal Size of the Executive Board. The initial Nominal Size of the Executive Board may be modified by amendment to the Bylaws. [Added 1988.] B. Combined Membership: "Combined Membership," whether of a chapter or of SEAS-National, is determined for purposes of this section as of October 1 of each year. "Combined Membership" consists of the total number of members for whom membership dues have been paid to SEAS-National in accordance with Section 1 of Article VIII of this Constitution plus one-half the total number of Basis Sailing students taught for whom initiation fees as Associate Members have been paid to SEAS-National. [Added 1988, Revised 1992.] C. Apportionment Factor: The "Apportionment Factor" is a number that is used to calculate the actual number of representatives of each chapter that are to be added to the Executive Board in a given year. The Apportionment Factor, which shall be calculated as of December 1 of each year , is the quotient that results from dividing the Combined Membership of SEAS-National by the Nominal Size of the Executive Board. (Apportionment Factor = Combined Membership of SEAS-National / Nominal Size of the Executive Board.) [Added 1988.] D. Annual Chapter Representation: The "Annual Chapter Representation" is the number of representatives of each chapter that are to be added to the Executive Board in a given year. The Annual Chapter Representation is one-half of the quotient that results from dividing the Combined Membership of the chapter by the Apportionment Factor, rounded to the nearest whole number. (Annual Chapter Representation = 1/2 (Chapter Combined Membership / Apportionment Factor).) [Added 1988.] E. Total Membership: The Total Membership" of SEAS-National is the total number of active and regular members of SEAS-National as of the previous December 1. [Added 1988.] ARTICLE VI -- NOMINATIONS AND ELECTIONS OF NATIONAL EXECUTIVE BOARD MEMBERS Section 1. NOMINATIONS -- Each chapter shall establish procedures for nominating Representatives to the National Executive Board. Chapters may nominate the exact number of the chapter's Annual Chapter Representation for that year, or a larger or smaller number. Seats for which there have been no nominations from the chapter will be open to nomination from the floor at the Annual Membership Meeting. Eligible candidates come from the body of Active members of the National Organization and must, at the time of nomination, provide either oral or written evidence of willingness to be elected and serve. Seats which cannot be filled by this method shall be filled in accordance with Article VI, Section 3. [Revised 1985; 1988; 1993.] Section 2. ELECTIONS A. Elections of Representatives to the National Executive Board shall take place at the annual membership meeting. [Revised 1985; 1988.] B. the chairperson of the Elections Committee, who is not a candidate for office, shall act as the presiding officer for the elections portion of the annual membership meeting. [Revised 1988.] C. Representatives from each chapter shall be elected at large by the membership of SEAS-National from that chapter's nominees. The number of Representatives elected from each chapter shall be equivalent to that chapter's Annual Chapter Representation for that year, except as provided in Article VI, Section 1, and except that any existing vacancies may also be filled. If, under the calculation of the chapter's Annual Chapter Representation, the chapter is not entitled to any representation, one Representative shall be elected from that chapter unless that chapter already has one or more Representatives on the Executive Board, in which case no Representative shall be elected from that chapter. In the event that the election of Representatives from a particular chapter is uncontested, the vote may be by acclamation. [Revised 1988.] D. Policies shall be established by each chapter for the filling of vacancies. [Revised 1988.] E. Ballots shall be enclosed in the notice of elections and annual membership meeting sent to all members. [Revised 1985.] Absentee ballots shall be received by the presiding officer before elections take place. The procedure for absentee ballots shall be for the individual member to place the completed ballot in an envelope plainly marked "ballot." The signature of the member must be over the seal. This envelope shall be mailed to SEAS in sufficient time to be received by election day or it may be hand carried to the meeting by another member. Ballots must be received prior to the start of elections. F. The last order of business at the annual meeting shall be the installation of new officers. The presiding officer shall administer the oath of office which is: I do agree to assume and faithfully execute the duties and responsibilities of the office to which I have been elected; to do so without regard to persons or partisanship; and to support and abide by the Constitution of the Society for the Education of American Sailors. Section 3. APPOINTMENTS -- Seats which cannot be filled by the regular nomination and election procedure shall be filled, as a first order of business, by appointment by the new National Commodore following that person's assumption of office. Such appointment will take effect upon approval by a simple majority of the National Executive Board present and voting at a regular membership meeting, a special membership meeting or a National Executive Board meeting. [Added 1993.] ARTICLE VII -- COMMITTEES Section 1. FORMATION OF COMMITTEES -- Whereas the business of the society shall be conducted by the National Executive Board and that body shall need expert guidance in specialized areas, obtainable only by detailed research, the commodore is charged with the formation of committees to provide the same. The commodore shall present to the National Executive Board, in a meeting after the election, a list of all committee chairpersons for their approval. Upon such approval by a majority of the National Executive Board, committee chairpersons shall serve at the pleasure of the appointing commodore. Section 2. STANDING COMMITTEES -- There shall be at least the following standing committees whose duties and responsibilities shall be as prescribed in the bylaws. A. Audit Committee B. Financial Committee C. Membership and Publicity Committee D. Constitution and Rules Committee E. Education Committee F. Chapters Committee Section 3. ADDITIONAL COMMITTEES -- The Commodore may appoint and establish any additional committees as shall be needed either as standing or special committees. ARTICLE VIII -- FUNDS Section 1. DUES -- Nominal dues, as prescribed in the bylaws, shall be paid by each regular and active member of this society to the national organization. Section 2. CHAPTER FEES -- There shall be nominal fees paid by each local chapter of the society to the national organization as prescribed in the bylaws. Section 3. DISBURSEMENT OF FUNDS A. ADMINISTRATIVE COSTS -- The administrative costs of this organization may not exceed the amount of annual dues and chapter fees. B. GIFTS, GRANTS, AND LOANS -- The National Executive Board may, at its discretion, distribute, in the form of gifts, grants, or loans, any excess funds or equipment to local chapters from the national treasury. C. ACCEPTANCE OF GIFTS, GRANTS, AND DONATIONS -- The national organization may accept and shall receive all gifts, grants, and donations not specifically earmarked for a particular local chapter. ARTICLE IX -- CHAPTERS The Society shall recognize two types of chapters: Section 1. SUBSIDIARY CHAPTERS -- These chapters shall consist of three or more members of the society who wish to form a working chapter of SEAS in a specific geographical area. These chapters shall be unincorporated. They shall be directly supervised by the Chapters Committee of the National Organization; shall conduct their financial business under the direction of the National Organization; shall make their books available for national audit upon demand; and shall be bound by this constitution and the appropriate bylaws. The National Organization shall make all loans and own all property of subsidiary chapters until such time as they incorporate as a nonprofit, educational organization pursuant to the laws of the state in which the office of the chapter is located. Such chapters shall be named as [Area] Chapter, Society for the Education of American Sailors, Inc., and shall have a non-voting representative on the National Executive Board. Section 2. AFFILIATE CHAPTERS -- These chapters shall consist of five or more members and shall be incorporated under the laws of their home state. They shall conduct their own financial business, own their own property, and submit independent taxes. These chapters shall have the right to use the name "Society for the Education of American Sailors, Inc.," in their title only as long as: A. They abide by the constitution and bylaws of the national organization. [Revised 1985.} B. They obtain approval, by the Chapters Committee of the national organization, of their constitution or of proposed amendments to certain articles therein. ARTICLE X -- AMENDMENTS Any part of this constitution may be proposed for amendment upon receipt, by certified mail, or presentation at a National Executive Board meeting, of a petition for amendment signed by ten or more regular or active members. Such petition must be received at least sixty days prior to a membership meeting. Copies shall be enclosed in a membership meeting notification. Proposed amendments shall be discussed and specific wording established at a membership meeting and a two-thirds majority of members entitled to vote, present, and voting, shall be required for passage. [Revised 1983; 1985.] ARTICLE XI -- BYLAWS The bylaws of this organization shall serve as the guidelines for the conduct of business of this organization. Section 1. PASSAGE OF BYLAWS -- There shall be two procedures for the establishment of bylaws. A. Bylaws may be established by a vote of eighty percent of those members of the National Executive Board entitled to vote. [Revised 1983.] B. If the proposed bylaw change has been sent to the membership at least 30 days prior to the membership meeting, bylaws may be established or revoked by a vote of two thirds of those present and voting at that membership meeting. [Revised 1985.] C. A bylaw, once revoked at a membership meeting, may not be established by the National Executive Board. [Revised 1985.] Section 2. MAINTENANCE OF BYLAWS -- The Secretary shall maintain the official set of bylaws using the system as specified in the bylaws. [Revised 1983.] Section 3. COPIES -- Changes to the bylaws shall be published as soon as possible following their adoption. [Revised 1983.] Section 4. AVAILABILITY -- All bylaws will be available to members at membership meetings. ARTICLE XII -- IMPEACHMENT Section 1. APPLICABILITY -- These procedures shall be applicable to all elected officers, members of the Board and appointed officials of both the National Organization and Local Chapters as appropriate. Section 2. IMPEACHABLE OFFENSES A. Any felony or high misdemeanor. B. Any misdemeanor which discredits the organization. C. Mental incompetence. D. Failure to adhere to the Oath of Office. Section 3. AUTOMATIC LOSS OF OFFICE A. Any officer convicted by local, state or federal court of any felony is automatically removed from office. B. Any officer indicted by local, state or federal court of any felony is automatically suspended from office until adjudication. Section 4. ISSUANCE OF CHARGES A. Any three members of the appropriate executive board may sign a statement against an officer. B. Upon receipt of written charges, the Commodore (Vice Commodore whenever the Commodore is so charged) shall call a special session of the executive board. With a quorum present, the board shall hear testimony and determine if there is cause to continue. If by a vote of seventy percent or more, the board elects to continue the case, there shall be a hearing. Section 5. HEARING A. As soon as possible after the proceedings in Section 4 are completed, the Commodore shall call a special membership meeting. B. With the Commodore presiding and the assistance of the parliamentarian, one of the signers of the charges shall present the charges; the accused or his representative shall answer them; and questions form the floor, directed to either, shall be entertained. No member of the executive board shall ask questions or state an opinion other than the accuser or the accused. Discussion completed, there shall be a secret written ballot of those present. Section 6. VOTE A. A representative of the accused, one of the accuser's and the presiding officer shall count the ballots. B. It shall require a vote of seventy-five percent of the quorum present, voting for impeachment, for it to occur. Section 7. RESIGNATION A. The submission of a written resignation at any time prior to the reading of the vote shall be accepted in lieu of impeachment; the proceedings shall immediately stop and the record be sealed. B. A resignation shall not be considered an admission of guilt, nor shall it preclude the right of the organization to seek criminal or civil indictment or redress. ARTICLE IX -- POINTS AND PROCEDURES All points and procedures not covered in this document, its amendments, or the bylaws and regulations of this organization shall be as proscribed in ROBERT'S RULES OF ORDER. The chairperson of the Constitution and Rules Committee shall serve as the parliamentarian of the organization. ARTICLE XIV -- REVIEW BOARD [Added 1988.] Section 1. COMPOSITION OF THE REVIEW BOARD A. The Review Board shall consist of the National Commodore and one representative of each chapter. B. Other than the National Commodore, no member of the Review Board may be a member of the National Executive Board. C. Unless the chapter has selected a representative to the Review Board in accordance with the following paragraph, or that representative is ineligible or unavailable, the chapter shall be represented by its Commodore. If the Commodore of the chapter is ineligible or unavailable, the chapter shall be represented by the Vice Commodore; if the Vice Commodore is ineligible or unavailable, by the Treasurer; and if the Treasurer is ineligible or unavailable, by the Secretary. D. Each chapter may establish a mechanism for election or appointment of its representatives o the Review Board, so long as the term of appointment or election is a minimum of one year. The appointment or election of this representative must take place and the results must be reported to the National Commodore within 40 days of the time of the election of other officers of the chapter. Section 2. REVIEW PROCEDURE A. Only main motions that are passed by the National Executive Board are subject to review by the Review Board; other types of motions and main motions that are defeated are not subject to review by the Review Board. B. The review procedure shall be initiated by the delivery or mailing to the National commodore of a petition that seeks review of a main motion that was passed by less than 2/3 of the National Executive Board. The petition must be signed by at least 10% of the Total Membership of SEAS-National. C. Upon receipt of a petition in accordance with the preceding paragraph, the National Commodore shall promptly call a meeting of the Review Board and shall present to the Review Board the issue or issues raised by the petition. D. The National Commodore shall preside over meetings of the Review Board, and shall not have a vote except in the event of a tie. E. A majority of the Review Board members shall constitute a quorum of the Review Board. F. Telephone polling of the Review Board shall not be permitted. G. The Review Board shall consider questions raised by petition in accordance with this section and presented to the Review board by the National Commodore. If the Review Board, by majority vote, deems it appropriate to do so, it shall refer the motion that was the subject of the petition presented to it back to the National Executive Board for reconsideration. H. If the Review Board refers the motion back to the National
Executive Board for reconsideration in accordance with the preceding paragraph,
that motion shall not become effective unless the National Executive Board
votes that it shall by a vote of 2/3 of those present and voting.
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