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[click on the SEAS logo below for a PDF copy of the actual document] SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 1 of 24THE SOCIETY FOR THE EDUCATION OF AMERICAN SAILORS, INC. NATIONAL CONSTITUTION JANUARY 1979 RE-ADOPTED APRIL 1987 AMENDED FEBRUARY 7, 1988 AMENDED FEBRUARY 1, 1992 AMENDED FEBRUARY 13, 1993 AMENDED DECEMBER 8, 1993 Printed by John Lee, National Constitution and Rules Committee Chairman, January 28, 2001 Electronic copy proofread by Charles H. Castano, National Board Representative, February 7, 2005 SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 2 of 24THE SOCIETY FOR THE EDUCATION OF AMERICAN SAILORS, INC. NATIONAL CONSTITUTION 1ARTICLE 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; 2B. 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. SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 3 of 24Section 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. 3Section 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. 4Section 4. ORDER OF BUSINESS A. Annual Membership Meeting 51. Call to order 2. Minutes of previous meeting (and their approval. 3. Officers and Standing Committee reports 4. Special Committee reports 5. Chapter reports 6. Old Business 7. New business 8. Elections 9. Caucus of the National Executive Board 10. Announcement of Executive Officers 11. Installation of new officers 12. Adjournment B. Special Membership Meetings 61. Call to order 2. Action of petition 3. Adjournment 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. SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 4 of 24OFFICERS 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. 7B. 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.8 9Section 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. 10Section 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. 11Section 5. TERMS OF REPRESENTATIVES -- Each representative to the National Executive Board shall serve for a term of two years, except those filling vacancies. 12Section 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. 13B. 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. 14C. 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 SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 5 of 24shall not take effect until the review procedure set forth in Article XIV, Section 2 has been completed. 157. 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. 16B. 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. 17C. 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 SEASNational by the Nominal Size of the Executive Board. (Apportionment Factor = Combined Membership of SEAS-National / Nominal Size of the Executive Board.) 18D. 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).) 19E. 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. 20ARTICLE VI -- NOMINATIONS AND ELECTIONS OF NATIONAL EXECUTIVE BOARD MEMBERS Section 1. NOMINATIONS -- Each chapter shall establish procedures fornominating Representatives to the National Executive Board. Chapters may nominate the exact number of the chapter 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 SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 6 of 24serve. Seats which cannot be filled by this method shall be filled in accordance with Article VI, Section 3. 21Section 2. ELECTIONS A. Elections of Representatives to the Nation 9~ Executive Board shalltake place at the annual membership meeting. 22B. 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. 23C. 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. 2413. Policies shall be established by each chapter for the filling of vacancies. 25E. Ballots shall be enclosed in the notice of elections and annual membership meeting sent to all members. 26 Absentee ballots shall be receivedby 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 SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 7 of 24approval 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. 27ARTICLE 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 followingstanding 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. SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 8 of 24C. 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 non-profit, 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 side by the constitution and bylaws of the national organization. 28B. 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. 29ARTICLE XI - BYLAWS The bylaws of this organization shall serve as the guidelines for the conduct SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 9 of 24of 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. 30B. 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. 31C. A bylaw, once revoked at a membership meeting, may not be established by the National Executive Board. 32Section 2. MAINTENANCE OF BYLAWS -- The Secretary shall maintain the official set of bylaws using the system as specified in the bylaws. 33Section 3. COPIES -- Changes to the bylaws shall be published as soon as possible following their adoption. 34Section 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. SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 10 of 24B. 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 35Section 1. COMPOSITION OF THE REVIEW BOARD A. The Review Board shall consist of the National Commodore and one representative of each chapter. SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 11 of 24B. 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 of 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 SEASNational. 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 SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 12 of 24Executive 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. SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 13 of 24THE SOCIETY FOR THE EDUCATION OF AMERICAN SAILORS, INC. NATIONAL BYLAWS 1MEMBERSHIP 1-1 CLASSIFICATIONS OF MEMBERSHIP A. ASSOCIATE MEMBER -- An associate member shall be a person who is interested in sailing and is enrolled in any course of instruction conducted under the auspices of SEAS or its local chapters. Associate members shall pay an initiation fee, no dues, and have no rights to use SEAS equipment other than for class purposes, nor shall they have the right to vote. B. ACTIVE MEMBER -- An active member shall be a person who holds an American Red Cross Sailing (Parts 1 & 2) certificate or demonstratesequivalent skill to the members of the local chapter education committee, expresses a willingness to assist in the instruction of new sailors, pays nominal national and chapter dues, has the right to use chapter equipment and vote. Equipment use reciprocity shall exist among active members of all chapters. C. REGULAR MEMBER -- A regular member shall be any individual who has an interest in sailing and is not affiliated with a local chapter. Such individuals shall have the right to vote at national meetings and may, at the discretion of each chapter, be allowed to utilize chapter equipment. D. HONORARY MEMBER -- An honorary member shall be an individual who has made a significant contribution to SEAS, sailing safety, a local chapter, or to the sailing industry. The rights and privileges of each honorary member shall be specified in the National Executive Board Resolution awarding the honorary membership. 1-2 APPLICATION FOR MEMBERSHIP A. ASSOCIATE MEMBER -- (Local Chapter Function) B. ACTIVE MEMBER -- Local chapters shall supply names and fees for all active members no later than February 1st of each year for initial issue of new cards. Subsequent members applications and fees are to be forwarded to the national office within thirty days of entrance. C. REGULAR MEMBER -- Submit application (new member) or renewal notice with dues to the national office. D. HONORARY MEMBERS -- Action required only by national office.1—3 TERMINATION OF MEMBERSHIP -- A regular or honorary member may be removedfrom the roles for acts which are detrimental to the organization. Removal may be effected by a unanimous polling of the National Executive Board. FINANCES SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 14 of 242-1 DUES -- National dues for this organization shall be: Associate Members: None 2Regular Members:$15.00 annually 3Active Members: $6.00 annually (paid through chapter) Honorary Members: None New member dues received after September 1st of any year shall be applied to dues for the following calendar year. 42—2 INITIATION FEES -- National initiation fees for this organization shall be: Associate Members: $3.00 5Regular Members: $10.00 6Active Members: None Honorary Members: None 2-3 ANNUAL CHAPTER FEES -- Each chapter shall pay to the national organization an annual chapter fee of $25.00. Chapter fees shall be due to the national organization on the first work day of January of each year. Failure to remit by the 1st of March may result in the revocation of the charter. 72—4 TREASURER’S REPORT -- The Treasurer shall report to the National Executive Board the financial status of the organization in writing quarterly. 2-5 ANNUAL AUDIT -- The Audit Committee shall have available at each annual membership meeting the results of the most recent audit. 2-6 BANK ACCOUNTS -- The society shall establish a checking account and a savings account at an FDIC commercial or savings and loan institution. Wherever practicable, monies shall be placed in interest bearing accounts. 82-8 9 FINANCIAL ASSISTANCE -- By resolution duly adopted, SEAS NationalExecutive Board shall authorize the giving of financial assistance to subsidiary and affiliate chapters of this organization only after Security Agreements have been approved by such chapters and signed by two of the chapter’s officers. OFFICES AND OFFICERS 3—1 NATIONAL EXECUTIVE BOARD -- The National Executive Board shall oversee the activities of the national organization and supervise subsidiary chapters; it shall act as an advisory body to the local chapters and through its officers and employees, oversee and administer to the needs of the national organization. It shall meet as needed. 103-2 EXECUTIVE OFFICERS -- The following shall be the executive officers and their duties: SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 15 of 24A. COMMODORE -- The Commodore is the chief executive officer of this organization. The Commodore shall preside at all meetings of the membership and Executive Board, and shall have the power to appoint standing and special committees as outlined in Article VII of the Constitution. The Commodore shall be empowered to utilize the Commodore’s Fund. At annual meetings, the Commodore shall have no vote except in the event of a tie. 11B. VICE COMMODORE -- The Vice Commodore shall assist the Commodore, shall oversee the education program, and, in the absence of the Commodore, shall stand in the stead of the Commodore will all of the latter’s powers and limitations. 12C. SECRETARY -- The Secretary shall record, in detail, the minutes of the meetings of the membership and the National Executive Board. The Secretary shall be responsib1e for all correspondence of the organization as directed. 13D. TREASURER -- The Treasurer shall receive all funds of the organization and deposit them in the name of SEAS in such banks as the bylaws and National Executive Board shall direct. The Treasurer shall make all authorized disbursements and shall maintain such records as the Audit Committee directs. 14ELECTIONS 154-1 ELECTIONS COMMITTEE -- An Elections Committee shall be appointed by the National Commodore to determine the Annual Chapter Representation of each chapter and report it to the National and chapter Commodores, prepare and distribute ballots, collect and distribute brief biographies of candidates for election, run the annual election for Representatives to the National Executive Board, and perform other duties as appropriate. 4-2 16 ELECTIONSA. The chairperson of the Elections Committee shall preside over the election of Representatives to the National Executive Board. Upon taking the chair for that purpose, the chairperson of the Elections Committee shall introduce the candidates, and shall afford each candidate, or the candidate’s representative, an opportunity to briefly address the meeting. 17B. Unless an election by acclamation is appropriate, the vote shall be by secret ballot. Each ballot shall contain the names of all candidates running for election as Representatives of each chapter. Ballots cast at the meeting and properly executed absentee ballots shall be counted. 18C. The candidates receiving the most votes among those running for election 1~s Representatives of the particular chapter shall be elected.194-3 ELECTION OF NATIONAL OFFICERS -- Following the election of theBoard, the new Executive Board shall immediately caucus for the purpose of electing the executive officers from their number. Elections shall be by simple majority. SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 16 of 24COMMITTEES 5-1 AUDIT COMMITTEE -- This committee shall be responsible for conducting anaudit of the organization records as of January 1st of each year and having an annual report available to the membership at the annual meeting. 5—2 FINANCIAL COMMITTEE -- This committee shall be responsible for the acquisition and budgeting of funds. It shall maintain a list of approved methods of fund raising and shall assist individual chapters in fund raising activities. 5—3 MEMBERSHIP AND PUBLICITY COMMITTEE -- This committee shall review and change procedures and policies regarding membership and the publicity and public relations activities of the organization and its chapters. 5-4 CONSTITUTION AND RULES COMMITTEE -- This committee shall have the responsibility of insuring that all actions of the organization fall within the guidelines of the constitution and bylaws. It shall review and approve the constitutions of all proposed chapters and shall assist the chapters committee in the review of all proposed amendments of chapter constitutions as required. The chairperson of this committee shall serve as the organization’s parliamentarian. 5-S EDUCATION COMMITTEE -- This committee, serving under the Vice commodore, shall establish and supervise the content, methods, and conduct of all courses. It, or its designated representative, shall certify courses and/or instructors at local chapters and establish procedures necessary for each chapter to conduct all courses in a professional manner. 5-6 CHAPTERS COMMITTEE -- This committee shall be responsible for the formation of subsidiary and affiliate chapters. It shall have, as an integral part of it, teams of individuals who can travel to the sites of proposed chapters to assist local members in the formation of SEAS chapters. 5-7 COMMITTEE BUDGETS -- Each committee shall prepare and submit to the National Executive Board a budget, in sufficient time to allow for its inclusion in the National Budget. EDUCATION 6—1 CONDUCTING COURSES -- Pursuant to local laws, chapters shall conduct Basic Sailing Theory and Skills courses open to the general public for a modest fee. such courses shall utilize the current American Red Cross text and shall be conducted by instructors certified by both the American Red Cross and SEAS. Courses shall be approved as to location and duration by the local Red Cross Chapter and as to content by both the Red Cross and SEAS. Graduates shall receive certificates from both the American Red Cross and SEAS. 6-2 CHAPTER COURSES -- SEAS Chapters shall make available to their members such other courses as the skills and abilities of their members SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 17 of 24allow, and are invited to request assistance form other chapters and the National Organization in providing instructors and instructional aids for these courses. A. Basic Sailing B. Intermediate Sailing C. Basic Cruising D. Competitive Sailing 6—4 SEAS INSTRUCTORS -- All SEAS Instructors shall have: A. A current Red Cross instructor or instructor trainer certification. 20B. Attended a SEAS Instructor course either as a part of Red Cross Training or separately; C. Possession of a valid motorboat operator’s license, if required; and D. Maintained current knowledge of skills and techniques by instructing in SEAS courses for at least twenty—four hours in each calendar year. 6-5 SEAS SENIOR INSTRUCTORS -- All SEAS Senior Instructors shall have: A. Been a SEAS Instructor for at least one year; B. Attended a SEAS Senior Instructor course; C. A current Red Cross C.P.R. and Standard First Aid certification; and D. Demonstrated swimming and rescue capability. 6-6 ON WATER COURSES -- All courses offered by SEAS shall meet the standards set by the National Education Committee. 216-7 INSTRUCTOR TRAINERS -- The National Organization shall appoint SEAS Senior Instructors as Instructor Trainers and Senior Instructor Trainers, whose duties and responsibilities shall be as outlined in appropriate educational bulletins. All instructor trainers shall have a current appropriate Red Cross Instructor Trainer Certification. 226—8 INSURANCE REQUIREMENTS -- For insurance purposes all SEAS Basic Sailing Students shall be enrolled as associate members of the chapter conducting the course prior to using SEAS craft. Members of a group sponsoring a SEAS course and providing a Certificate of Insurance to the local chapter are exempt from this provision. All students shall execute a form which releases SEAS and its instructors from liability. For insurance purposes all SEAS sailing courses must be registered with the appropriate local Red Cross Chapter. 236—9 NO REFUND POLICY -- There shall be a no refund policy for all courses. All literature and enrollment forms shall clearly state that policy. If this policy places SEAS, or any SEAS Chapter, in conflict with the policy of any facility being used to conduct a SEAS course, then SEAS will abide by the policy of that facility. 24CHAPTERS 7-1 A subsidiary chapter may remain a subsidiary chapter for a period not SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 18 of 24exceeding five years, unless in the opinion of the Chapters Committee unusual circumstances exist to justify permitting the chapter to remain a subsidiary chapter for a longer period. 25OTHER 8-1 LOGO -- The Logo as pictured below is SEAS property and shall be registered as its trademark. A. The reproduction of this Logo is as authorized by the National Executive Board. B. No chapter shall alter or deface the Logo. 8-2 SEASONS -- SEASONS shall be the official publication of SEAS and may be considered a means of distribution to the members. 268—3 MAINTENANCE BYLAWS -- The bylaws shall be maintained in the following manner: 27A. A chronological list of all bylaws including the number assigned which shall be an index; B. A list by category of all completed bylaws; C. The numbering sequence shall be: 1) Membership 2) Finances (Examples: The first 3) Offices and Officers bylaw concerning 4) Nominations and Elections membership would be 5) Committees numbered 1-1, the 6) Education seventeenth bylaw 7) Chapters concerning education 8) Other would be numbered 6—17.) 8-4 SKIPPER QUALIFICATION BOARD 28 -- The Skipper Qualification Board shall bethe only body that is authorized to designate a “SEAS Skipper” for National functions. A. Qualifications to be a Skipper Qualification Board member: 1. Minimum requirements: A potential member must be a member of SEAS; must have acted as a SEAS Skipper on a boat 25’ or larger at least twice during the previous two calendar years, and must be an active American Red Cross Sailing Instructor. 2. A potential member must be qualified in at least one of the following categories: SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 19 of 24a. United States Coast Guard Captain’s license; b. Skipper in the SEAS Cruising Course for two of the three previous calendar years; or c. Sixty days documented “on-water’ time within the past three years on a boat 25 or larger, at least 50% of which time must have been as Skipper or First Mate. B. The Skipper Qualification Board 1. Skipper Qualification Board members shall be selected in accordance with the following procedures: By October 1st, the Skipper Qualification Board shall prepare a list of qualified individuals, and shall submit that list with its recommendations to the Commodore. The Commodore shall make an appointment from this list, which will then be ratified by 2/3 of the Executive Board at its next meeting. Upon ratification, members serve terms of three years. 2. There will be a minimum of three and a maximum of six people serving on the Skipper Qualification Board at one time. 3. A member may be removed for cause by 2/3 of the Executive Board. 4. If a member of the Skipper Qualification Board ceases to meet the requirements set in paragraph A, then that person is no longer a member of the Board. 5. To maintain the minimum number of members on the Board, the remainder of any unserved term may be served by a qualified individual in accordance with paragraph A above. This individual shall be appointed by the Commodore from the current Skipper Qualification Board list and shall be subject to ratification by the Executive Board. C. Make-up of the Skipper Qualification Board 1. The initial members of the Skipper Qualification Board will be appointed by the Commodore subject to ratification by the Executive Board. The initial members shall serve as follows: two for one year, two for two years and two for three years. D. Miscellaneous 1. It will be the responsibility of the Skipper Qualification Board to set up standards for skipper qualifications including but not limited to the following: a. Seamanship b. Navigation c. Personal qualifications d. ExperienceCopies of such standards shall be documented and made available. SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 20 of 242. Two or more dissenting votes by the Skipper Qualification Board will deny certification of a candidate as a skipper. 3. Appeal: A person who has been denied certification as a “SEAS Skipper” may request a review by the body of current SEAS Skippers. The findings of this group are advisory to the Skipper Qualification Board. The Board will then reconsider its decision. SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 21 of 24FOOTNOTES SEAS NATIONAL CONSTITUTION FOOTNOTES SEAS NATIONAL BYLAWS FOOTNOTES 1. Adopted January 1979; re-adopted April 1987; amended Feb.7, 1988; Feb.1, 1992, Feb.13, 1993; Dec.8, 1993 1. Adopted January 1979; Revised 1981, 1983, 1985; Re-Adopted 1987; revised 1988, 1990, 1993 2. Revised 1985 2. Revised 1981 3. Revised 1985 3. Revised 1990 4. Revised 1988 4. Revised 1981 5. Revised 1985 and 1988 5. Revised 1985 and 1990 6. Revised 1985 6. Revised 1981 7. Revised 1985 7. Revised 1985 8. Revised 1983 8. Revised 1981 9. Article C. REGISTERED AGENT was deleted in 1987 9. Article 2-7 was deleted in 1983 10. Revised 1983 and 1988 10. Revised 1985 11. Revised 1983, 1987 and 1988 11. Revised 1985 12. Revised 1983, 1988 and 1993 Sec 5, par 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 1 Section 5,paragraph A will be deleted from the Constitution as of December 31, 1994. 12. Revised 1985 13. Added 1988 13. Revised 1985 14. Added 1988 14. Article 3-3 RESIGNATION OF REGISTERED AGENT was deleted in 1987 15. Added 1988 15. Revised 1988 16. Added 1988 16. Article 4-2 NOMINATIONS was deleted in 1988 17. Added 1988; revised 1992 17. Revised 1985 and 1988 18. Added 1988 18. Revised 1988 19. Added 1988 19. Revised 1988 20. Added 1988 20. Revised 1981 21. Revised 1985, 1988 and 1993 21. Revised 1981 22. Revised 1985 and 1988 22. Revised 1981 23. Revised 1988 23. Revised 1981 24. Revised 1988 24. Revised 1993 25. Revised 1988 25. Added 1985 26. Revised 1985 26. Added 1983 SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 22 of 2427. Added 1993 27. Added 1983 28. Revised 1985 28. Added 1985 29. Revised 1983 and 1985 30. Revised 1983 31. Revised 1985 32. Revised 1985 33. Revised 1983 34. Revised 1983 35. Added 1988 SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 23 of 24The PURPOSE of Robert’s Rules is to insure the RIGHTS of the majority (to decide), the minority (to be heard), the individual, and the absentee. The Eights of the organization supersede the rights of the individual. A quorum is required to do business. The majority rules. All members are equal; so are their rights. Silence is consent. A two—thirds vote is required when limiting the rights of members or changing a previous action at the same meeting. There is to be one question at a time and one speaker at a time. Debatable motions must receive full debate. It is always out of order to make personal remarks during debate. MAIN MOTION: a proposed action to be taken by the group. After all amendments, etc., have been decided, a vote may be taken (simple or 2/3 majority depending upon the question) SECONDARY MOTIONS; (made while main is on floor, but before decision) SUBSIDIARY motions relate directly to the motion on the floor, expediting business by amending, postponing, or voting. RANKED PRIVILEGED notions are for the welfare of the group. RANKED INCIDENTAL notions are procedural e.g. error correction. NOT RANKED SUBSIDIARY MOTIONS: Only one QUESTION can be on the floor, but, because many motions can be on the floor at the same time, there is a hierarchy for their consideration. The MAIN motion is LAST to be voted upon after refinements. PREVIOUS QUESTION: stops debate on the pending question, cannot be debated, requires 2/3 vote. LIMIT DEBATE: must be seconded, cannot be debated, amendable only to length or time, requires 2/3 vote. POSTPONE TO A SPECIFIC TIME: must be seconded, debatable for desirability, amendable only to time, requires majority. REFER TO COMMITTEE: must be seconded, debatable for desirability, amendable re committee, requires majority. AMEND: (change or replace wording for clarity) must be germane to the question, must be seconded, debatable, amendable once, requires majority. PRIVILEGED MOTIONS: (Not related to business.) Questions of PRIVILEGE relate to the rights of the group or members. RECESS or ADJOURN: must be seconded, not debatable, majority vote. INCIDENTAL MOTIONS (decided immediately): Point of order (asks to follow rules) Appeal (to ask vote on chair’s ruling) Point of information (more info) Parliamentary inquiry (more info) Division (one asks vote verification) Division of a question (into pieces) Objection to consideration (2/3 vote) Permission to withdraw (general consent) SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 24 of 24RESTORATIVE MOTIONS (allows the group to change its action) Rescind: must be seconded, requires 2/3 vote. Reconsider: made by maker of approved action on the same day, must be seconded, may be debated, requires majority vote. |
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