Swan 42 Class Association International Constitution

Updated April 26, 2014

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1 NAME
1.1 The name of the Association shall be the "Swan 42 Class Association", hereinafter the Swan 42 Class Association.

2 OBJECTIVES

2.1 The objects of the association are:
(a) To encourage, promote and develop the Swan 42 Class Association racing under uniform rules throughout the world.
(b) In accordance with the Constitution, Rules and Regulations of the International Sailing Federation (ISAF), to provide a structure for class management and for the exchange of information among the Swan 42 Class Association sailors to enhance the enjoyment of these sailboats.
(c)To foster high level sailing competition between predominantly amateur yachtsmen.

2.2 In furtherance of other events with international participation the Swan 42 Class Association will endeavor to:
(a) Ensure that World and Continental Championships are held in appropriate locations and to proper standards, and shall oversee such events.
(b) Approve other events of international impact on the Swan 42 Class Association and ensure they are held to proper standards.
(c) Maintain the one-design integrity of the Swan 42 Class Association throughout the world

3 HEADQUARTERS AND OFFICIAL LANGUAGE

3.1 The headquarters of the Association shall be the New York Yacht Club (NYYC), Harbour Court, Newport, Rhode Island, USA or as otherwise designated by the Executive Committee.

3.2 The Association is registered as a Non-Profit Corporation pursuant to Chapter 7-6 of the General Laws of Rhode Island.

3.3 The official language of the Association shall be English.

4 MEMBERSHIP

4.1 Membership is open to all Swan 42 owners who have paid the prescribed annual Membership dues (Class Rule 3.6) and whose boat has a current and valid One Design Certificate (Class Rule 13.0). Only these members may vote, attend meetings and hold office. Boats with more than one owner are entitled to one vote per boat.

4.2 The Members shall be bound by the Constitution, and by properly made amendments.

4.3 A Member shall cease to be a Member during any period in respect of which he/she has not paid his/her Membership dues or other monies due to the Association.

4.4 A Member, or individual of a National Class Association, may be suspended from membership by the Executive Committee only after a hearing protecting his/her rights to due process including a mutual exchange of evidence prior to the hearing.

4.5 A Member may be suspended for the following:
(a) Committing an unlawful act in relation to the Association or one of its members, or
(b) For any unsportsmanlike conduct contrary to the interest of the members of the Association, or
(c) For intentional violation of Class Rules.

4.6 A member National Class Association shall apply any such suspension to any of its individual Members so suspended

4.7 A Member shall not be entitled to any return of any or any part of his/her dues in respect of any period for which the member shall be suspended or removed from membership.

5 NATIONAL CLASS ASSOCIATION ELIGIBIITY

5.1 Any country may, upon application to the President of the Executive Committee, be granted a charter as a National Class Association provided it satisfies the following requirements of membership to the Executive Committee:
(a) that it has formed a duly constituted National Class Association, recognized by their country's National Authority, for the development of racing Swan 42s within the country;
(b) that there are not less than seven (7) Swan 42s registered in that country;
(c) that it has a duly elected committee, including such officers as it shall determine necessary and requisite, and,
(d) that there is no other Association in their country already accredited by the Executive Committee.

6 GOVERNANCE

6.1 The International Swan 42 Class Association shall be governed by its Executive Committee Council and its Copyright Holder and property shall be managed and administered on an ongoing basis by its Executive Committee in accordance with:
(a) the provisions of this Constitution and any Regulations passed under this Constitution,
(b) any policies for the operation of the Association determined by the Executive Committee
(c) or any directives or guidelines established by the Executive Committee.

6.2 The Members shall delegate responsibility for the day-to-day management and administration of the affairs, activities and property of the Association to the Executive Committee in accordance with the objectives of the Association and subject to any policy decisions made by the Members at General Meetings.

6.3 The Executive Committee may delegate to any one or more of its members such powers and duties as it shall determine.

7 EXECUTIVE COMMITTEE

7.1 The following officers and members shall form the Executive Committee:
i. President
ii. Secretary
iii. Treasurer
iv. At-Large Member
v. German Frers Yacht Design
vi. The Builder (OY NAUTOR AB)
vii. Flag Officer, New York Yacht Club
viii.At-Large Non-Owner Member
ix. Chairman of the Helmsman Eligibility Committee
x. Chairman of the Technical Committee
xi. Class Manager

7.2 At least three (3) voting members of the Executive Committee, other than the NYYC Flag Officer, shall be members of the NYYC.

7.3 Additional members may be appointed at the sole discretion of the Executive Committee.

7.4 Each member of the Executive Committee shall have only one vote except that the President or acting chairman shall only have a vote in the event of a tie vote of the Executive Committee

7.5 The Class Manager shall not have a vote.

8 EXECUTIVE COMMITTEE MEETINGS

8.1 Executive Committee meetings shall be held on such occasions and at such places as are either called by the President or decided by previous meetings of the committee.

8.2 The Secretary shall give at least 3 weeks notice of such meetings, unless 75% of the voting members of the committee give their prior consent to a reduced notice period.

8.3 A majority of the voting members of the Committee shall form a quorum.

8.4 The President shall chair all meetings at which he is present. At meetings where the President is not present the Secretary if present shall chair, otherwise the meeting shall elect a chairman from among themselves.

8.5 Resolutions at Executive Committee Meetings shall be passed by a simple majority of the voting members of the Committee present and voting. In the event of a tied vote, the chairman of the meeting shall have a casting vote (Section 7.4).

8.6 The Executive Committee is authorized to utilize for meetings telephonic and/or electronic communications providing all participants can participate in all communications.

8.7 The Executive Committee may delegate to any one or more of its members such powers and duties as it shall determine for special purposes for a limited period.

9.0 GENERAL MEETINGS

9.1 Each Member shall be entitled to attend General Meetings of the Association

9.2 A General Meeting shall be held annually in such place and time as the Executive Committee may consider most convenient to the majority of the Members.

9.3 The Secretary shall provide at least four (4) weeks written notice to the Members of any General Meeting. The notice shall include a copy of the agenda for the meeting and any proposed resolutions which have been submitted.

9.4 The chairman at any General Meeting shall be the President, or in his/her absence, the Secretary. If neither is present, the members shall elect a chairman.

9.5 Ten (10) members shall form a quorum at General Meetings.

9.6 At a General Meeting, each member (one per boat) shall be entitled to one vote either in person or by proxy.

9.7 Voting at General Meetings shall be by simple majority, unless otherwise required by this Constitution. In the event of a tie vote, the chairman of the General Meeting shall have a casting vote.

9.8 A Special General Meeting may be called by the Secretary:
(a) in accordance with a resolution by the Executive Committee
(b) as soon as is reasonably possible following (but not less than six weeks after) the Secretary's receipt of a written request from not less than fifteen (15) Members (which request shall also specify any resolution which the Members concerned wish to propose at the meeting)

9.9 A special resolution to amend or alter the Class Rules or the Constitution shall be passed at a General Meeting only if 75% or more of the votes cast are in its favor.

9.10 At any meeting of the Members, only resolutions of which notice has been given in accordance with Section 9.3 or 9.8 may be proposed and any resolutions thereto shall be ratified by a majority vote of the Membership.

9.11 Votes of the General and Special Meetings are binding on the Executive Committee.

10 NOMINATIONS AND ELECTION OF OFFICERS

10.1 Executive Committee members of the Swan 42 Class Association shall hold office for two (2) years.

10.2 Nominations for the officers of the Executive Committee shall be submitted to the Secretary by the Nominating Committee that has been previously appointed by the Executive Committee. Any Member may submit individual nominations. All nominations must be received in writing by the Secretary at least six (6) weeks before the General Meeting.

10.3 Any retiring officer shall be eligible for re-election provided that he/she has not served more than six (6) consecutive years in that office.

10.4 Each Member (one per boat) shall be entitled to one vote.

10.5 The elected officers shall have the full powers of their office at the conclusion of the General Meeting at which they were elected.

10.6 The President shall appoint the following Members to the Executive Committee:
(a) Chairman of the Technical Committee
(b) Class Manager
(c) At-Large Non-Owner Member

11 TECHNICAL COMMITTEE

11.1 The Executive Committee will appoint a Technical Committee consisting of a Chairman plus at least one (1) other Member of the Swan 42 Class Association.

11.2 The function of the Technical Committee is
(a) To advise the Executive committee on any technical matters relevant to the Class.
(b) In conjunction with the Technical Department of the ISAF, to ensure that the One Design control of the Class is properly exercised by the builders and suppliers in accordance with the Manufacturing specifications and Handbook.
(c) To investigate any query by a boat owner regarding the one design or specification of this boat, and to report to the Executive Committee.
(d) To consult with the COPYRIGHT HOLDER on any development of the boat or equipment deemed to be desirable as a result of sailing experience.
(e) To ensure that the boats used in World and Continental Championships and major regattas comply with the Class Rules.
(f) Proposals for any alteration or amendment to the Class Rules shall be submitted in writing to the Technical Committee.

11.3 A Chief Measurer shall be appointed by the Executive Committee to serve on the Technical Committee.

12 FINANCIAL MATTERS OF THE INTERNATIONAL CLASS ASSOCIATION:

12.1 The association shall be funded by:
(a) Dues from individual members
(b) Revenue derived from all boats sold by Nautor's Swan
(c) Revenue from sail buttons
(d) Sponsorship money or other sources

12.2 The Association's subscription years shall run from 1 January to 31 December.

12.3 The amount to be paid as dues to the Swan 42 Class Association shall be determined as set forth in the Class Rules (Rule 3.6). The implementation of such dues shall take place from January 1 following the Executive Committee meeting.

12.4 All other fees, such as those for approval of events, professional or other, or for services provided at events, shall be decided by the Executive Committee.

12.5 A budget for expenses shall be agreed each year by the Executive Committee, and expenses shall be reported under a separate heading in the Annual Accounts.

12.6 The reasonable expenses of the Officers and other members of the Executive Committee in complying with their obligations and exercising their powers under these rules may be payable out of the funds of the Association on application to the Executive committee.

12.7 The Executive Committee shall cause annual accounts to be prepared for each year which truly and fairly show the Association's capital and its income and expenditure.

13 INTERNATIONAL EVENTS AND REGIONAL FLEET REGUALTIONS

13.1 Venues for world championships and other international events shall be selected by the Executive Committee in consultation with Nautor's Swan.

13.2 The Association and Nautor's Swan shall work together to maximize revenue from television and sponsorship rights related to world championships and other class events. The content of any agreements entered into relating to such rights shall be mutually agreed by the Association and Nautor's Swan and both parties must be signatories to any such agreement.

13.3 Regional fleets and their members shall abide by the Swan 42 Class Rules and International Constitution.

14 LIMITATIONS

14.1 The Officers and Executive Committee shall not be obliged to do any of the things required of them by these rules if the Executive Committee shall not reasonably be expected to be in funds sufficient to pay their reasonable cost and expenses by the time these costs and expenses are estimated to come due.

14.2 In the execution of their powers and duties under this Constitution no officer or other member of the Executive Committee shall be liable for: (a) any loss to any of the Members or former Members of the Association; or (b) the assets of the Association by reason of any mistake or omission made in good faith by him/her or any other officer or member of the Executive Committee; or (c) for any other matter other than willful and individual wrongdoing omission or fraud on the part of the person who is sought to be made liable.

14.3 Members of the Committee shall be entitled to be indemnified out of assets of the Association in respect of actions as Committee members

15 PROPER LAW AND JURISDICTION

15.1 The proper law of the Swan 42 Class Association and the Executive Committee shall be USA law and this Constitution shall be construed, take effect and be enforced accordingly.