The undersigned TSA Representatives of the Members Clubs of the Association, all of whom are citizens of the United States, desiring to affirm the existence and organized status of this Association as a non-profit association under appropriate law, do hereby certify:
First: The name of the Association is, and shall be, the Texas Sailing Association.
Second: The principal office of the Association shall be located in the City of Dallas, Dallas County, Texas.
Third: Said Association is, and has for many years been, organized under the provisions of the By-Laws of the Association for the purpose of extending to the Southwest the availability, general supervision, and management of amateur sailing yacht racing as governed by rules and procedures set down by US SAILING, of which this Association is the representative and affiliated body in Texas.
Fourth: The Trustees of the Association shall be its duly elected Officers, to wit:
Commodore: Marie Wise, Houston, Texas
Vice Commodore: Jeff Brock, Austin, Texas
Rear Commodore: vacant
Secretary/Treasurer: Shane McInnis, Rockport, Texas
Fifth: No part of the net earnings of the Association shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the Association shall be authorized to pay reasonable compensation for services rendered and to make payments and other distributions in furtherance of the purposes set forth in Article Three hereof. No substantial part of the activities of the Association shall be carried out on behalf of any propaganda effort in an effort to influence legislation, nor shall the Association participate or intervene in any way in any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles, the Association shall not carry on any activities not permitted to be carried on (a) by an association exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), or (b) by an association, contributions to which are deductible under Section 107(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
Sixth: Upon dissolution of the Association, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities of the Association, dispose of all the assets of the Association exclusively to an organization or organizations serving the same purpose or purposes of the Association and organized and operated in a manner that qualifies them as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Trustees shall determine.
Bylaws of the Texas Sailing AssociationARTICLE I: PURPOSE ARTICLE II: MEMBERSHIP ARTICLE III: ASSOCIATION MEETINGS ARTICLE IV: OFFICERS ARTICLE V: COMMITTEES ARTICLE VI: FISCAL AFFAIRS ARTICLE VII: ORDER OF BUSINESS ARTICLE VIII: AMENDMENTS
ARTICLE I: PURPOSE
Section 1. The purpose of the Texas Sailing Association shall be to promote the racing of sailing yachts in the Southwest area; to encourage inter-club racing; to assist in the scheduling of major regattas to avoid conflict; and to plan for the selection of participants to represent the Association in major regattas and in championships of national and international import.
ARTICLE II: MEMBERSHIP
Section 1. The membership of the Association shall consist of bona fide yacht clubs, sailing clubs, or other associations actively conducting and sponsoring organized racing of sailing yachts. Individuals may join the Association as non-voting members.
Section 2. Application for membership may be made by any duly authorized representative of a bona fide yacht club, sailing club, or other sailing association upon submission of a statement of desire to join the Association to the Secretary of the Association. The Secretary shall accept such application and upon payment of the annual dues, the applying club shall become an active member. This acceptance is subject to ratification of the member clubs. Notification shall be sent to each member club in good standing. Each club shall have 30 days in which to object to the new member club. If a majority of member clubs object, the application will be tabled and acted upon at the next Annual General Meeting.
Individuals wishing to join the Association shall fill out a request for membership at any time during the calendar year.
Section 3. The amount of the annual dues shall be set from time to time at the Annual Meeting of the Association, and shall be due and payable by February 15th for that calendar year. There shall be no membership fee required for joining.
Section 4. Voting shall be done by one authorized representative from each member club in good standing, with each representative having one vote. All decisions, save the acceptance of new members, shall be made by a simple majority. In the case of a tie vote, the Commodore (or, in his absence, the highest ranking officer of the Association present) shall decide. This deciding vote shall be separate from, and in addition to, the authorized vote of the officer’s club representative. Voting to accept new members must be by acceptance of seventy-five percent (75%) of the club representatives present and voting.
Section 5. Maintenance of membership shall require that a member club continue to be active in the racing of sailing craft to the acceptance of other members of the Association. An unanimous vote of all club members other than the one considered inactive shall exclude that club from the Membership. This clause is primarily designed to keep a dead or inactive club from sending a representative to sailing meets intended to consist of the real champions of the participating Clubs.
A member club shall be automatically dropped from the rolls on the January 1st following any year in which dues are not paid, providing that the Association has duly notified the delinquent club of its failure to pay by letter mailed not later than December 1st of the year. In case of failure to notify, the delinquent member club shall have 30 days after any later notification to remit payment.
Section 6. Re-instatement shall be handled in the same manner as an original application, except that all lapsed dues must be paid for the interim years. This applies only to those clubs automatically dropped from the rolls, and not to those voted out for inactivity or those properly resigning.
Section 7. Resignations must be made in writing to the Secretary prior to December 31st of the year that the Member Club wishes the resignation to become effective, and must be accepted by the remaining Member Clubs.
ARTICLE III: ASSOCIATION MEETINGS
Section 1. The Annual meeting of the Association will be held as soon as practical after the US SAILING Annual Meeting; the date and place to be fixed by the Commodore.
Section 2. Special meetings may be held by mail when called by the Commodore, following notification of the member clubs by the TSA Secretary. Member clubs shall be given 30 days in which to submit their votes on the specific matters defined in the notification letter.
Section 3. Any member club, in the absence of a personal representative, may cast its vote on known matters, including the election of officers, by letter sent to the Secretary prior to any meeting, or may assign Proxy power to any representative known to be in personal attendance. Such proxy must be in writing, detailing exactly the powers of proxy intended.
ARTICLE IV: OFFICERS
Section 1. The Officers of the Association shall consist of a Commodore, a Vice Commodore, a Rear Commodore, and a Secretary/Treasurer to be elected in even-numbered years at the Annual Meeting of the Association. Traditionally, the Officers, augmented by the Area F Director of US SAILING (if he comes from TSA), have formed an Executive Committee of TSA.
Section 2. Any nominee for office receiving a plurality of votes shall be declared elected.
Section 3. The duty of the Commodore shall be to preside at meetings of the Association; to preserve order; to ascertain that these By-Laws are enforced; and to appoint such committees as are deemed necessary for the furtherance of the Association’s activities. He shall be an ex-officio member of all committees with no direct powers, save to guide the committees.
Section 4. The duty of the Vice Commodore shall be to assist the Commodore and to officiate in the Commodore’s capacity during his absence.
Section 5. The duty of the Rear Commodore shall be to assist the Commodore and to officiate in the Commodore’s and/or Vice Commodore’s capacity during his absence.
Section 6. The duty of the Secretary/Treasurer shall be to keep the minutes of all meetings; to handle such correspondence as is necessary for the proper notification of Member Clubs; to handle all outside correspondence; and to keep accurate accounting of the funds of the Association, including the collection of dues or other income, and the disbursement of all payments.
Section 7. Vacancies in the Officers’ rolls may be filled by the remaining officers, or by general vote of the Member Clubs.
Section 8. Past Commodores of the Association shall be designated Councilors of Honor of the Association.
Section 9. No person shall serve more than two (2) consecutive terms in any one office, except the office of Secretary/Treasurer.
ARTICLE V: COMMITTEES
Section 1. The Executive Committee shall consist of the elected officers of the Association, together with the US SAILING Area F Director (should he come from TSA), and all Councilors of Honor. It shall be the duty of this committee to propose the Agenda of the Annual Meeting of the Association; recommend to the Annual Meeting the amount of the annual dues and event entry fees; confirm the receipt of the Arthur P. Nazro Trophy; and act for the Association between Annual Meetings.
Section 2. The Appeals Committee Chairman shall be appointed by the Commodore. This Chairman shall be responsible for the receiving, hearing and deciding of all appeals which arise from any event in the Association.
Section 3. The Nominating Committee shall consist of the Commodore and two others appointed by the Commodore – not to be one of the three officers, nor from the Commodore’s Club. The duty of the Nominating Committee shall be to present to the Member Clubs a slate of officers proposed by them for the ensuing term, at least 30 days in advance of the Annual Meeting.
Section 4. The Race Management Committee shall consist of (1) a chairman who is appointed by the TSA Commodore and who is a US SAILING Senior Race Officer; (2) the Chairman of the TSA Appeals Committee, and (3) the TSA Commodore. This committee shall endeavor to foster broad recognition of, participation in, and furthering the goals of the US SAILING Race Officer Recognition Program. The Chairman shall serve as liaison between TSA, Area F, and US SAILING.
Section 5. The Junior Committee shall consist of a Chairman, who is appointed by the TSA Commodore, and other members appointed by the Junior Committee Chairman at the TSA Annual Meeting. The duties of the Committee shall be to promote junior sailing and racing clinics, events, other junior one-design fleets and TSA junior participation in national events. Further, the Committee shall develop recommended guidelines for the conduct of junior regattas and will work with junior sailors and their parents to promote the best possible individual and team performance of junior sailors in sailing competitions.
ARTICLE VI: FISCAL AFFAIRS
Section 1. Pursuant to the stated purpose of the Association as being a non-profit association of bona fide yacht clubs, sailing clubs or similar associations dedicated to: The promotion of inter-club racing; the coordination of scheduling of major regattas; and the representation of the Association, its designated Area Association, and US SAILING in the conduct of major regattas of regional, national, and international rank, the Association shall not involve itself in the acquisition or management of real or physical properties to be used for a for-profit purpose.
Section 2. The rights and interests in the Association are vested in the membership of the Association; termination of membership in the Association shall serve to release said terminated member from any of these rights or interests. No member or officer shall be legally liable as an individual for indebtedness of the Association.
Section 3. The Fiscal Year of the Association shall be the calendar year, commencing on January 1st of each year and terminating on December 31st of that same year. The Treasurer of the Association is required to make an accounting of the assets of the Association annually to the membership at the Annual Meeting, and to make such other reports as may be required to outside agencies.
Section 4. In the event that the Association shall, for whatever reason, cease to exist, any assets remaining after the payment of all just debts shall be transferred to US SAILING, or its successors, or to another appropriate tax-exempt organization whose purpose or purposes coincide with that of the Association.
Section 5. No individual, member, or officer associated with the Association shall receive any direct financial benefit from the Association; except that subventions for travel in the interest of the Association and the award of suitable trophies and/or awards for individual accomplishments shall be proper.
ARTICLE VII: ORDER OF BUSINESS
Section 1. The order of business shall be as follows:Call to order and reading of minutes Amendments to the By-Laws Reading of communications Reports of Officers and Committees Unfinished business New business Election and installation of officers Adjournment
Section 2. Robert’s Rules of Order, Newly Revised, shall apply.
Section 3. Except as otherwise provided, all questions shall be decided by majority vote.
ARTICLE VIII: AMENDMENTS
Section 1. These By-Laws may be amended by:
Unanimous vote at any meeting of member clubs, provided that there has been no prior notice of intent of need for specific amendments, or
Majority vote at any meeting of member clubs, provided that notice of intent amendments has been submitted in writing by the Secretary at least 30 days prior to the meeting.