Club 420 Association Constitution

3.0 The objects of the Association are:

3.1 To provide a medium of exchange of information among C420 sailors and to enhance the enjoyment of these sailboats;

3.2 To promote and develop C420 Class racing under strict one design rules;

3.3 To encourage and foster the enjoyment of the sport and recreational aspects of sailing.

Policy

4.0 It shall be the policy of the Association to maintain the C420 Class as the epitome of a strict one-design sailboat class.

4.1 In keeping with section 4.0, the Association and its Members agree that C420 events shall be raced in boats and by sailors who meet the letter and spirit of the Association's Constitution, Class Rules, Bylaws and Construction Manual.

Jurisdiction

5.0 The Association has authority over all activities of the C420, and its powers shall be vested in and carried out by the Board of Directors, hereinafter called the Board, Regional Chairpersons, and the Members as provided in this Constitution, Class Rules and any Bylaws passed pursuant to the provisions hereof; all subject to and in accordance with the General Rules and Bylaws of its national governing body.

Organization

Board of Directors

6.1 The Association shall be governed by the Board comprised of the President, the Vice- President, the Secretary-Treasurer, the Regional Chairpersons, three-at-large representatives, and as modified herein by section 7.6, one representative each from the Inter-Scholastic Sailing Association (ISSA) and the Inter-Collegiate Yacht Racing Association (ICYRA), and one representative each from the Association's approved builders.

6.2 The Board shall meet not less frequently than once per year and the annual meeting shall occur in August of each year concurrent with the North American Championship Regatta. The time and location of other meetings shall, if possible, coincide with the holding of other major Association regattas.

6.3 The Membership shall elect a President and a Vice President of the Association who shall hold office until their successors are elected to office. The President shall preside at all meetings of the Association and the Board and, subject to the supervision and control of the Board, shall direct the affairs and activities of the Association. The Vice President shall assist the president in the discharge of his duties and in his absence or disability shall have the powers and duties of the president..

6.4 The Membership shall elect a Secretary/Treasurer who shall hold office for such term and upon such conditions as the Board shall decide. The Secretary/Treasurer shall be the Chief Financial Officer of the Association and subject to the direction of the Board, shall be in charge of the financial affairs of the Association and shall keep full and accurate records thereof.

6.5 The Board shall appoint, for such term as it shall decide, a Class Measurer for the Association who shall rule on all questions and challenges relating to the Class Rules, and shall issue interpretations thereof deemed necessary by him or her. All such interpretations shall be binding until approved, rejected, or modified by decision of the Board, duly published to the Members of the Association. The Measurer shall be a member of the Board.

6.6 The Board shall adopt and govern the Class Rules and the Construction Manual.

6.7 The Board shall have sole power to approve and disapprove Club 420 builders and specified equipment manufacturers including sail makers.

6.8 The Board shall have the power to appoint an Executive Committee, an Executive Director and any other committees which it may deem appropriate to manage the Association on an ongoing basis.

6.9 The Board shall be elected annually by the Members of the Association at the annual meeting from a ballot prepared by a Nominating Committee of the Board. Such ballot shall provide for a President, a Vice President, a Secretary-Treasurer, a Director from each Region (including ISSA and ICYRA - see paragraph 7.6 below), three at-large directorships, and directors representing the Association's approved builders.

6.10 If the office of any Director becomes vacant, the Board may elect a successor, who shall hold office for the unexpired term of the Director whom he replaces.

6.11 The Nominating Committee shall be appointed by the President, consisting of not less than three and not more than five Directors, and be approved by the majority of the Board.

National Associations

7.1 The Board may as and when it feels it convenient for the administration of the affairs of the Association form National Associations.

7.2 The National Associations shall establish its own constitution and bylaws which shall not conflict the Association's constitution and bylaws and shall also adopt the Association's Class Rules.

7.3 The National Association's constitution and bylaws shall be reviewed by the Association's Board

7.4 The National Association shall elect a representative(s) to the Association's Board. .

Regions

8.1 The Board may as and when it deems it convenient for the administration of the affairs of the Association form geographic Regions.

8.2 The Board upon establishing a region shall appoint a Regional Chairperson to hold office until successors are elected by the Members of the Region.

8.3 The Regional Chairperson shall be elected annually by vote of the Members of the Region, and shall hold office until he or her successor is elected. The Chairperson shall be responsible for the management of the business of the Region, subject to the direction of the members of the region, including:

8.3.1 The coordination of activities and events.

8.3.2 Representation to and liaison with the Association's Board.

8.3.3 Maintenance of all records of the Region.

8.3.4 The maintenance of the Association's Constitution, Class Rules and Bylaws.

8.4 The Board may subdivide a Region into one or more Regions, may amalgamate two or more Regions from time to time as may be required for the effective administration of the Association.

8.5 In the event that a Regional Chairperson shall be unable to attend any meeting of the Board, any other member of the Region nominated for that purpose by the Regional Chairperson may attend and represent the Regional Chairperson and vote at such meeting of the Board.

8.6 The Inter-Scholastic Sailing Association (ISSA) and the Inter-Collegiate Yacht Racing Association (ICYRA) so long as the C420 remains the primary boat used for racing (50% or more association racing is done in C420s), will be considered Regions for the purpose of the governance of the Association and as such may overly geographic Regions that comprise the Association.

Membership and Dues

9.0 Any person may become an "Individual Member" of the Association by making application to the Secretary/Treasurer and payment of the prescribed Association dues, provided that he or she has not been disqualified from Membership for cause by decision of the Board or under suspension from Membership.

9.1 Any Individual Members of the Association ipso facto belongs to the region in which he usually sails, even though such place may not be his permanent residence.

9.2 An Individual Member of the Association may become a Member only of his Region where he usually sails for the purposes of qualification, where required, for class events; and any dispute shall be settled by decision of the Regional Chairperson which decision shall be final.

9.3 The Board may grant honorary memberships in the Association, for such period as it determines, to any person who, through special contribution to the Class or through special relationship to the Association, is considered meritorious.

9.4 Any club, sailing association, school, or group specifically authorized by the Board may become an "Organization Member" of the Association by making application to the Secretary/Treasurer and payment of the prescribed Association dues.

9.5 An application for membership implies that the applicant undertakes and agrees to be bound by the Constitution, Class Rules, Construction Manual and Bylaws of the Association upon being accepted to membership.

9.6 Association dues shall be payable within the time prescribed by the Bylaws of the Association, as determined by the Board, and shall include all amounts required for purposes as determined by the Board.

9.7 The Association may ask for special contribution in addition to dues, provided any such contribution shall be for a specific purpose and shall not be mandatory. Dues shall be collected by the Secretary/Treasurer.

9.8 For the purpose of electing Association or Regional officers, or voting on amendments to the Constitution of the Association, each Member shall have one vote.

Suspension or Removal from Office

10.0 A Member may be suspended by the Board, on the recommendation of a Region, for gross violation of the Class Rules or Bylaws, for committing an unlawful act in relation to the Association or one of its Members, or for any unsportsmanlike conduct contrary to the interest of the Members of the Association. The duration of the suspension shall be fixed by the Board and a suspended Member shall during such period be precluded from racing or enjoying any other rights of Membership.

10.1 A Regional officer may be removed from office by the Board for a willful and unjustifiable act of commission or omission detrimental to the Association or to its Members.

Appeals

11.1 Any dispute arising in relation to Regions, eligibility to race, the interpreting of this Constitution, the Bylaws or similar matters, other than a dispute as to the interpretation of the Class Rules or any protest within the jurisdiction of the applicable racing rules, may be made to the Board whose majority decision shall be final and binding.

Bylaws

12.0 The Board may make Bylaws for the purpose of carrying out the objects of this Constitution and of the Association and, without restricting the generality of the foregoing, may make Bylaws amending the Class Rules of the C420 Class.

12.1 Respecting the establishment of Regions, and the powers of the Regional Chairperson;

12.2 Delegating specific powers of the Board the Regional Chairperson;

12.3 Respecting the establishment and the power of Fleets;

12.4 Respecting registration of Members and collection of dues;

12.5 Respecting the measurement of boats and measurement fees;

12.6 Respecting the conduct of championship and other regattas, including the classification of regattas and the eligibility of Members for major racing events;

12.7 Respecting the acceptance of deeds of gift of trophies; and

12.8 Respecting the procedures for meetings of the Board and regional governance, including the conduct of business by mail or other means of communications.

Indemnification and Limitation of Liability

13.0 The Members and Directors of the Association will not be personally liable for any debt, liability, or obligation of the Association. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against the Association may look only to the funds and properties of the Association for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the Association.

13.1 The Association shall, to the extent legally permissible, indemnify each of its Directors against liabilities and expenses, including amounts paid in satisfaction of judgments, in compromises, or fines and penalties, ad counsel fees reasonably incurred by such persons in connection with the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of being or having been a Director of the Association.

13.2 No part of the assets of the Association and no part of the net earnings of the Association shall be divided among or insure to the benefit of any Director of the Association or any private individual or be appropriated for any purpose other than the purposes of the Association as herein set forth.

Amendments

14.0 Amendments to the Constitution shall be approved by each of:

14.01 The Board

14.02 By a majority of the Membership present at an annual meeting or by at least two thirds of the Membership replying in writing to the office of the Secretary/Treasurer of the Association in response to a postal ballot published by the Association. Only those postal votes returned tot he office of the Secretary/Treasurer within 45 days from the date of publication of the proposed change shall be valid.

Amended on August 13, 2000.