BERGEN MONMOUTH MORRIS WESTCHESTER

 

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SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 1 of 24

THE 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 24

THE SOCIETY FOR THE EDUCATION OF AMERICAN SAILORS, INC.

NATIONAL CONSTITUTION 1

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;2

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.

SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 3 of 24

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.3

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.4

Section 4. ORDER OF BUSINESS

A. Annual Membership Meeting5

1. 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 Meetings6

1. 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 24

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.7

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.8 9

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.10

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.11

Section 5. TERMS OF REPRESENTATIVES -- Each representative to the National

Executive Board shall serve for a term of two years, except those filling

vacancies.12

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 2.13

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.14

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

SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 5 of 24

shall not take effect until the review procedure set forth in Article XIV,

Section 2 has been completed.15

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.16

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.17

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 SEASNational

by the Nominal Size of the Executive Board. (Apportionment Factor =

Combined Membership of SEAS-National / Nominal Size of the Executive Board.)18

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).)19

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 1.20

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 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 24

serve. Seats which cannot be filled by this method shall be filled in

accordance with Article VI, Section 3.21

Section 2. ELECTIONS

A. Elections of Representatives to the Nation9~ Executive Board shall

take place at the annual membership meeting.22

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.23

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.24

13. Policies shall be established by each chapter for the filling of

vacancies.25

E. Ballots shall be enclosed in the notice of elections and annual

membership meeting sent to all members.26 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

SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 7 of 24

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.27

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.

SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 8 of 24

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

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.28

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.29

ARTICLE 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 24

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.30

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.31

C. A bylaw, once revoked at a membership meeting, may not be

established by the National Executive Board.32

Section 2. MAINTENANCE OF BYLAWS -- The Secretary shall maintain the

official set of bylaws using the system as specified in the bylaws.33

Section 3. COPIES -- Changes to the bylaws shall be published as soon as

possible following their adoption.34

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.

SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 10 of 24

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 BOARD35

Section 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 24

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 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 24

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.

SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 13 of 24

THE SOCIETY FOR THE EDUCATION OF AMERICAN SAILORS, INC.

NATIONAL BYLAWS1

MEMBERSHIP

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 demonstrates

equivalent 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 removed

from 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 24

2-1 DUES -- National dues for this organization shall be:

Associate Members: None2

Regular Members:$15.00 annually3

Active 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.4

2—2 INITIATION FEES -- National initiation fees for this organization shall

be:

Associate Members: $3.005

Regular Members: $10.006

Active 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.7

2—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.8

2-89 FINANCIAL ASSISTANCE -- By resolution duly adopted, SEAS National

Executive 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.10

3-2 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 24

A. 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.11

B. 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.12

C. 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.13

D. 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.14

ELECTIONS15

4-1 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.

4-216 ELECTIONS

A. 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.17

B. 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.18

C. The candidates receiving the most votes among those running for

election1~s Representatives of the particular chapter shall be elected.19

4-3 ELECTION OF NATIONAL OFFICERS -- Following the election of the

Board, 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 24

COMMITTEES

5-1 AUDIT COMMITTEE -- This committee shall be responsible for conducting an

audit 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 24

allow, 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.20

B. 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.21

6-7 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.22

6—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.23

6—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.24

CHAPTERS

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 24

exceeding 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.25

OTHER

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.26

8—3 MAINTENANCE BYLAWS -- The bylaws shall be maintained in the following

manner:27

A. 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 BOARD28 -- The Skipper Qualification Board shall be

the 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 24

a. 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. Experience

Copies of such standards shall be documented and made available.

SEAS NATIONAL CONSTITUTION AND BYLAWS [rev. Feb 3, ‘94; ed. Nov ‘95] Page 20 of 24

2. 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 24

FOOTNOTES

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 V1 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 24

27. 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 24

The 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 24

RESTORATIVE 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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