The Constitution of the New England Triton Association
ARTICLE I NAME
The name of the organization shall be NEW ENGLAND TRITON ASSOCIATION and shall hereafter be referred to as the Association.
ARTICLE II OBJECT
The Association is established for the purpose of promoting the development of skills in, and the enjoyment of, small boat sailing in general and sailing of TRITON Class sailboats in particular; to encourage the participation in cruising, racing, and inter-regional class competitions and other events; to disseminate information concerning repair, maintenance and improvement of TRITON Class sailboats, and other like activities; and for all other legally permitted purposes for such organizations. The Association is not organized for profit, and its organization and operation shall be consistent with the provisions of Massachusetts General Laws Chapter 180, and shall be such as to qualify it for classification under Section 501 (c) (4) of the United States Internal Revenue Code.
ARTICLE III GOVERNANCE
1. Membership
Supreme governing authority of the Association shall be vested in the membership, which shall include all members, in whichever class, who shall be in good standing, in annual or special meeting assembled. Membership shall be of two classes, which shall consist of regular members and honorary members. Qualifications for regular members shall include payment of current dues, and present or prior ownership of a Triton sailboat, or continued interest and participation in the Association. The Membership may vote into honorary membership, any person deemed to merit such honorary membership, which vote shall be the sole qualification for this class of membership.
The membership shall have all powers permissible under law for organizations such as the Association. including the power to establish by-laws, to elect officers, to delegate its powers as it shall in its discretion determine, to set dues and special assessments, to modify its constitution, to dissolve, or to conduct any and all business of whatever form in furtherance of the purpose of the Association as set out herein. Proceedings of the membership shall be governed by Roberts Rules of Order. Simple majority vote of a quorum of the membership shall decide all questions, save establishment of by-laws, amendments to the Constitution, and dissolution, which must be by two thirds vote. A quorum shall consist of twenty (20) percent of all members then in good standing; and all votes may be by acclamation or such count as the presiding officer may determine, except that any member may call for and require a roll-call vote on any issue.
2. Governing Board
During those periods of time when the Membership is not convened in a meeting, whether Annual or Special, governing authority of the Association may be exercised by a Governing Committee, to consist of the Commodore, Vice Commodore, Secretary and Treasurer as described herein. The Governing Board shall have all powers of the Membership, except to establish by-laws, modify the Constitution and to dissolve the Association. The Governing Board may draft and propose to the Membership such bylaws as it may deem appropriate and beneficial; may propose and plan such activities as it may deem in the furtherance of the purpose of the Association and in the best interest thereof; and any and all other such activities as are permitted by the terms hereof. All questions brought before the Governing Board shall be decided by simple majority vote, and such vote shall be final, except that any two members thereof may call for a special meeting of the Membership to reconsider and question on which the vote was not unanimous The Governing Board may resolve questions of interpretation of the Constitution and by-laws, and may adopt rules not inconsistent therewith; may fill vacancies in any office; may sanction or ban Association races; may grant Association approval of races, endorsements or other activities, and may vote to allow the Association's name and identifying burgee or logo to be used in association with, such activities; and may otherwise establish policy for the Association.
3. Nomination Committee
There shall be a Nominating Committee, elected by the membership at each Annual Meeting through nominations from the floor. The Nomination Committee shall consist of three members, one of whom shall be serving currently as an Officer. The Officer elected to the Nominating Committee shall be charged with convening meetings of the Nominating Committee. It shall be the duty of the Nominating Committee to propose a slate of officers for election at the Annual Meeting, consisting of one or more candidates for each office of the Association. Upon reporting its nominations for Officers, the then existing Nominating Committee shall be considered dissolved, and will be replaced by the new Nominating Committee which shall be elected at the same meeting, following selection of officers.
4. Officers
The Executive authority of the Association shall be vested in the following officers, each of whom shall be nominated by the Nominating Committee and elected by majority vote of the Membership at the Annual Meeting, or as otherwise provided herein. Officers shall serve from their election until the next Annual Meeting of the Association, unless replaced by a special meeting duly convened for the purpose:
a. Commodore
The chief executive officer of the Association shall be known as the Commodore. The Commodore shall have all powers commonly exercised by executive officers of organizations like the Association, and shall be charged with convening the Annual Meeting and such other gatherings of the Governing Body and other committees and of the Membership as he or she may deem appropriate (with due notice as provided herein) in the best interest of the Association. The Commodore shall preside at the Annual Meetings and all other Association functions where he or she is present.
b. Vice Commodore
There shall be a Vice Commodore who shall enjoy all the powers and discharge all the duties of the Commodore during the Commodore's absent or incapacity, including presiding at all Association functions where the Commodore is absent, and convening meetings as necessary, for the Governing Board and the Membership. Should a vacancy arise in the position of Commodore, the Vice Commodore shall assume all duties of Commodore until the election of a new Commodore at an Annual Meeting or Special meeting called for the purpose.
c. Treasurer
There shall be a Treasurer. The duties of the Treasurer shall be to collect dues for the Membership, to collect all other funds receivable by or due to the Association; to maintain Association funds in appropriate accounts; to maintain the books and records of the Association relating to financial matters, and to prepare and present such reports to the Membership and to the Governing Board of the Association's financial condition as he or she or the Governing board may deem appropriate, but not less often than annually. The Treasurers report shall include cash on hand and other assets, and all outstanding liabilities, and shall be presented at the Annual Meeting and at all other occasions when the financial condition or the activities of the Association indicate such report would be prudent. In addition to these duties, the Treasurer shall oversee the banking deposits of the Association and shall be granted signatory authority over this account; and shall discharge all other duties normally discharged by persons holding comparable positions in organizations such as the Association.
d. Secretary
There shall be a Secretary who shall be responsible for creating and maintaining official records of the Association, including registration information sufficient to identify all Members and their category and boat ownership, and such other records as the Membership or the Governing Board shall determine must be maintained in the Association's best interest. The Secretary shall record the business of the Association at meetings and shall be responsible for issuing the Association newsletter atsuch intervals as the Secretary or other Officers may deem in the best interest of the Association, but no less than four (4) times annually.
e. Other Positions.
Other positions that may be required to report to the Membership or the Governing Board are Cruise Coordinator, Regatta Chairman and Technical Director. These offices will be filled by appointment by the Commodore, and shall service at the pleasure of the Commodore.
f. Vacancy in Office
A vacancy in any office of the Association shall be deemed to exist whenever any officer is no longer able to discharge the duties thereof, whether by reason of incapacity, indisposition, relocation or otherwise. In the event of such vacancy in any office other than that of Commodore, the governing Board shall appoint a replacement officer to serve until the next Annual Meeting, at which elections shall be held for all offices.
5. Meetings
a. Annual Meeting
The Governing Board shall convene such meetings of the Association as it shall deem appropriate, but no less frequently than once in any calendar year. The Annual Meeting shall be designated as such, and shall be the occasion when all acts required by this Constitution, including the election of Officers and the adoption of a Treasurer's Report, shall be completed.
The Order of Business at the Annual Meeting shall be as determined by the Governing Board, but shall include the following: Call to Order; Roll Call; Reading of Minutes from preceding Annual Meeting as submitted by the secretary; Reports of Officers; Old Business; New Business; Election of Officers, Adjournment.
b. Special Meetings
Upon majority vote of the Membership at a previous Meeting, or by direction of the Governing Board, or by petition by no fewer than seven (7) Members, the Commodore shall convene a meeting of the Association within thirty days, for such purposes as are set out in the petition and for such other purposes as the Governing Board may deem appropriate and beneficial to the furtherance of the Association.
c. Notice
No meeting of the Association, Annual or Special, shall be held without due notice to all duly registered Members of the Association. Notice shall be considered due only if it is delivered to each Member not less than fifteen (15) days prior to the date established for the meeting, announces clearly and accurately the date, time and place established for the meeting, how the meeting has been convened (by Petition, vote of the Membership, or the Governing Board) whether it is an Annual Meeting or a Special Meeting, and the specific items for consideration of which a meeting was deemed necessary, (including in the case of a meeting convened by Petition, all items included in the Petition). Such notice will be deemed delivered if mailed to the most current address in the possession of the Secretary, who shall be responsible for providing notice of all meetings of the Association.
ARTICLE IV: FINANCIAL SUPPORT
The Association shall have the power to raise funds in furtherance of its purpose by any legal means, including assessments from its membership. These assessments may be in the form of annual dues, which all members shall be obliged to pay except as provided herein, in such amount as the Association shall from time to time determine; or in such special or extraordinary assessment as the membership or Governing Board shall in its discretion determine. Any Member or Members failing to pay the duly levied dues or other assessments in a timely fashion shall forfeit all rights and privileges of membership, including without limitation mailings, and participation in Association functions.
ARTICLE V: AMENDMENTS
The Constitution may be amended at any Meeting, by two-thirds vote of these Members present, in person or by proxy. Proposed Amendment(s) shall be set forth in the Notice of Meeting.
ARTICLE VI: SEVERABILITY
If any provision herein is determined to be void or of null effect, each other provision will remain in full force.
Last revised February 1996
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