BY-LAWS OF THE UNITED STATES OPTIMIST DINGY ASSOCIATION, INC.
A Rhode Island, Not For Profit
The name of the Corporation shall be United States Optimist Dinghy Association, Inc.
The Principal Office of the Corporation shall be at such location and place within or without the State of Rhode Island as the Board of Directors may from time to time designate.
CORPORATE WEBSITE AND ELECTRONIC MAIL
The principle tool for communication to members of the corporation and by and amongst the Board of Directors shall be the USODA web site and e-mail. Notification by e-mail shall be deemed adequate for all purposes. Voting by e-mail shall be deemed adequate for the Board of Directors.
Section 1. Qualification. The members of this Corporation shall consist of all of the subscribers to the Certificate of Incorporation and such other persons who express a sincere interest and desire to further the objectives and purposes of this Corporation as may be admitted to membership by the Board of Directors.
Section 2. Regular Members. Regular members of the Corporation shall be those qualified persons who are eligible to compete in World Championships for the International Optimist Dinghy and who are current in their membership dues and requirements.
Section 3. Sustaining Members. Sustaining Members, which shall also be known as voting members, shall be those qualified persons who are above the age of eligibility to compete in World Championships for the International Optimist Dinghy and who are current in their membership dues and requirements.
Section 4. Voting Rights. Sustaining Members of the Corporation shall possess the right to a single vote at meetings held for the election of directors, for the purposes of amending the Corporation’s Certificate of Incorporation, and for any other proper purpose.
Section 5. Other Members. The Board of Directors, by a majority vote of the total number of Directors then in effect may create such other membership categories accompanied by such rights and privileges as they determine, except that only Sustaining Members shall be eligible to vote on the enumerated matters.
Section 6. Removal. Any member may be suspended or removed from membership in this Corporation for conduct prejudicial to the objectives of this Corporation or inconsistent with the purposes for which it is formed, by a two- thirds majority vote of the total number of voting Officers and Directors then in office, or by a designated committee so empowered by the Board.
Section 7. Compensation. No compensation or salary shall ever be paid by this Corporation to any member merely because he/she is a member. Nothing herein contained shall be construed to prevent compensation or salary from being paid to a person who is employed by or renders services for this Corporation if the compensation or salary paid such person is based upon the reasonable value of the work done or the services performed by such person, even though such person may be a member. The amount of compensation or salary paid any such person shall be determined by the Board of Directors or the President, taking into consideration the time spent and the responsibility assumed by such person in doing the work or rendering the services for this Corporation.
BOARD OF DIRECTORS
Section 1.General Powers. The business, property and affairs of this Corporation shall be managed and its corporate powers exercised by the Board of Directors, who shall act, unless otherwise prescribed, by a majority vote of the Directors then in office.
Section 2. Number. The President, all Vice Presidents, the Secretary and the Treasurer shall be Directors. The number of Directors, including the foregoing Officers, shall not exceed fifteen (15).
Section 3. Qualification. All Directors shall be at least 21 years of age. Each Director must be a Sustaining Member of this Corporation. At least one Director must be a United States citizen. An individual who has a contract for personal services with or is or has otherwise been paid or compensated for his or her services by the USODA within the twelve months prior to the Annual Meeting is not eligible to be nominated as a Director and may not serve as a Director.
Section 4. Election and Term. At the first annual meeting of the Sustaining Members, one-third of the Directors shall be elected for a term of one year, one- third of the Directors shall be elected for a term of two years, and one-third of the Directors shall be elected for a term of three years. At all annual or other meetings of the Sustaining Members thereafter, held for the purpose of electing directors, members shall be elected as Directors to succeed the particular Directors whose terms have expired, or if no term is designated, for a three-year term. Each Director shall be elected by a plurality of the votes cast at any such election, and nothing herein contained shall be construed to prevent the election of a Director to succeed him/herself.
Section 5. Vacancies. Vacancies in the Board of Directors shall be filled by appointment made by a majority of the remaining Directors. Each person appointed to fill a vacancy shall remain a Director until his/her successor has been elected by the Sustaining Members who may make such election at the next annual meeting or at any special meeting duly called for that purpose held prior to the annual meeting.
Section 6. Action by Written Consent. In the event the majority of Directors then in office shall severally or collectively consent in writing to any action to be taken by the Board of Directors, then such action shall be a valid corporate action as though it had been authorized at a meeting of the Board of Directors.
Section 7. Power to Appoint or Remove Officers and Agents. The Board of Directors shall have power to appoint such officers and agents as the Board of Directors may deem necessary for the operation of the activities of the Corporation. Any officer or agent may be removed by a vote of two-thirds of the total number of Directors then in office whenever in the judgment of the Board the interests of this Corporation will be served thereby.
Section 8. Delegation of Powers. For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any Officer to any Officer or Director, but no Officer or Director shall execute, acknowledge or verify any instrument in more than one capacity.
Section 9. Executive Committee. The Corporation shall have an Executive Committee which shall be composed of the Corporation’s President and each of the Corporation’s Vice-Presidents, the Treasurer and the Secretary to the Corporation which Executive Committee, except to the extent not authorized by the Board of Directors, shall have and exercise the authority of the Board of Directors in the management of this Corporation. The Executive Committee shall not be authorized, however, to amend or modify the Articles of Incorporation or these Bylaws.
Section 1. Officers. The Officers of the Corporation shall be a President, one or more Vice Presidents, a Chief Measurer, a Secretary, a Treasurer, and such Assistant Secretaries or other Officers as may be elected by the Board of Directors. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority to perform the duties prescribed, from time to time, by the Board of Directors, the Executive Committee, or the President. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Term of Office. The term of office shall commence upon their election or appointment and shall continue until the next annual meeting of the Corporation and thereafter until their respective successors are chosen or until their resignation or removal. An officer may resign by written notice to the Corporation. The resignation shall be effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation. The Directors shall have power to fill any vacancies in any office occurring for whatever reason.
Section 3. Compensation. The Officers of the Corporation shall not receive any compensation for their service as Officers, unless specifically authorized by the Board of Directors, provided that the compensation of any officer who is also a Director shall be fixed by a majority of the Board of Directors then in office.
Section 4. Removal. Any officer elected or appointed by the Board of Directors may be removed by a majority of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
Section 5. President. The President shall be the principal executive officer of the Corporation. Subject to the direction and control of the Board of Directors, he/she shall be in charge of the business and affairs of the Corporation; he/she shall see that the resolutions and directives of the Board of Directors are carried into effect, except in those instances in which responsibility is assigned to some other person by the Board of Directors;’ and in general, he/she shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another Officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors, he/she may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and he/she may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any Assistant Secretary, or any other Officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument. He/She may vote all securities which the Corporation is entitled to vote except as and to the extent such authority shall be vested in a different office or agent of the Corporation by the Board of Directors.
Section 6. Vice Presidents. The Vice Presidents in the order designated by the Board of Directors or lacking such designation, by the President, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.
Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He/She shall give, or cause to be given, notice of all meetings of the Directors for which notice may be required, and shall perform such other duties as may be prescribed by the Directors or by the President, under whose supervision he/she shall act. He/She shall execute with the President all authorized conveyances, contracts or other obligations in the name of the Corporation except as otherwise directed by the Directors. To be eligible for appointment, he/she shall not have been compensated by the Corporation in the preceding twelve (12) months.
Section 8. Treasurer. The Treasurer shall cause the funds and securities of the Corporation to be maintained at his/her direction and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit or cause to be deposited all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Directors or the President. He/She shall disburse or cause to be disbursed the funds of the Corporation as may be ordered by the Directors or the President, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Directors, or whenever they may require it, an account of all his/her transactions as Treasurer of the Corporation. If required by the Directors, he/she shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Directors for the faithful performance of the duties of his/her office and for the restoration to the Corporation (in case of his/her death, resignation, or removal from office) of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation. To be eligible for appointment, he/she shall not have been compensated by the Corporation in the preceding twelve (12) months.
Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers respectively (in the order designated by the Directors, or lacking such designation, by the President), in the absence of the Secretary or Treasurer, as the case may be, shall perform the duties and exercise the powers of such Secretary or Treasurer and shall perform such other duties as the Directors shall prescribe.
Section 10. Class Measurer. The Class Chief Measurer shall be responsible for obtaining, publishing, and enforcing the Class Rules, the requirements for World Championships deemed incorporated therein and such other applicable requirements of the International Optimist Dinghy Class. The Chief Measurer shall cause such other and further measurers to become authorized to measure International Optimist Dinghies in conformity with the Class Rules.
Section 11. Attendance and Participation. The Corporation’s officers shall attend and participate in all meetings of the Board of Directors.
Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors then in office, or in the absence thereof, the Executive Committee or the President, by declaration, may designate one or more committees, each of which shall consist of one or more Directors, which committees, to the extent provided in said resolution or declaration, and not restricted by law, shall have and exercise the authority and act on behalf of the Board of Directors in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him/her by law.
Section 2. Term of Office. Each member of a committee shall have a term for one year coinciding with the applicable calendar year and shall continue as such until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 3. Chairman. One member of each committee shall be appointed Chairman.
Section 4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors or declaration designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which quorum is present shall be the act of the committee.
Section 6. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
Section 7. Nominating Committee. The Nominating Committee shall be authorized to solicit and to make nominations for election of Directors and Officers from the record of Sustaining Members and shall take into consideration demonstrated interest in the class and diversification in areas. The Nominating Committee shall be the only entity authorized to accept nominations for election of Directors. The Nominating Committee shall present by electronic mail to the Sustaining Members at least four weeks prior to the Annual Meeting its nominations and any other qualified nominations that it has received. A nomination not received by the Nominating Committee and presented to the Sustaining Members at least four weeks in advance of the Annual Meeting is not a valid nomination and the individual shall not be eligible to be elected as a Director.
Section 8. Other Committees. The following committees shall be operative and shall be authorized to investigate and make recommendations to the Board of Directors for implementation, approval or recognition of their proposals:
International Teams International Fundraising
Sportsmanship & Ethics
INDEMNIFICATION AND INSURANCE
Section 1. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a Director, Officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit, or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.
Section 2. The Corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a Director, Officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Trustee, Director, Officer, employee, or agent of another Corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to the best interests of the Corporation, and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section 3. To the extent that a Director, Officer, employee or agent of the Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VIII, or in the defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection therewith.
Section 4. Any indemnification under Sections 12 and 2 of this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the Director, Officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VIII. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
Section 5. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized by the board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the Director, Officer, employee or agent to repay such amount, unless it shall ultimately be determined that he/she is entitled to be indemnified by the Corporation as authorized in this Article VIII.
Section 6. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested Directors, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 7. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this Article VIII.
Section 8. Notwithstanding anything herein to the contrary, the obligation of the Corporation to indemnify any person shall in all events be limited so that no obligation of indemnification shall exist to the extent that nay such obligation would give rise to an act of self-dealing by a disqualified person or constitute a taxable expenditure by the Corporation under applicable United States Internal Revenue Laws as now exist or as may hereafter be amended.
BOOKS AND RECORDS
The corporation shall keep correct and complete electronic books and electronic records of account and shall also keep electronic minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
Section 1.Annual Meeting of Members. An Annual Meeting of the Sustaining Members shall be held each year at a time and place determined by the Board of Directors or the President.
Section 2.Special Meeting of Sustaining Members. Special meetings including meetings by telephone conference shall be held when directed by the President or by the Board of Directors or when requested in writing by Sustaining Members representing a majority of the Sustaining Members entitled to vote at any such meeting.
Section 3.Annual Meeting of Directors. An Annual Meeting of the Board of Directors shall be held each year immediately following the Annual Meeting of the Sustaining Members or at such other time, date, and place to be determined by the Board of Directors or the President.
Section 4. Special Meetings of Directors. Special meetings including meetings by telephone conference of the Board of Directors shall be held when directed by the President or by a majority of the Directors at a time, date, and place to be determined by the Board of Directors or the President.
Section 5. Notice. Notice of the time, date, and place of each meeting of the Sustaining Members or of the Directors shall be electronically mailed prior to the date fixed for the holding of any such meeting. The notice of any meeting of the members shall be electronically mailed to each Sustaining Member of this Corporation qualified to participate and vote at the scheduled meeting. The notice of any meeting of the Directors shall be electronically mailed to each member of the Board of Directors.
Section 6. Waiver of Notice. Notice of the time, date, and place of any meeting of the Sustaining Members or of the Directors may be waived by electronic mail or any other writing either before or after such meeting has been held.
Section 7. Quorum. The presence in person or by proxy of Sustaining Members representing twenty percent of the members of this Corporation qualified to participate and vote at the particular meeting shall constitute a quorum at any meeting of the sustaining Members. The presence in person of a majority of the members of the board of Directors shall constitute a quorum of any meeting of the Directors, notwithstanding anything to the contrary contained in these Bylaws.
Section 8. Members Qualified to Participate and Vote. Each person who is a Sustaining Member of this Corporation as of 5 PM the day prior to the date of any scheduled meeting of the Sustaining Members shall be entitled to notice of such meeting and shall be entitled to participate at such meeting. Each Sustaining Member entitled to notice of any scheduled meeting of the members is entitled to participate at such meeting, shall also be entitled to one vote in person or by proxy on each matter properly submitted to a vote by the members.
Section 9. Proxies. At any meeting of the Sustaining Members, any Sustaining Member qualified to participate and vote at such meeting may be represented and vote by proxy appointed by an instrument in writing and submitted electronically to the Secretary of the Board by the start of the meeting. All proxies must be filed with the Secretary before they shall be considered valid for the purpose of voting at any meeting.
Section 10. Record of Members. The Corporation’s web directory containing the names of the Sustaining Members of this Corporation as of any given date shall be controlling in any controversy concerning the right of any member to participate and vote at any meeting of the members or concerning the number of members necessary to constitute a quorum at any such meeting.
Section 11. Validation. When a majority of the members entitled to participate and vote at any meeting of the members shall be present at any such meeting, however called or notified, or shall sign a written consent authorizing action taken or to be taken, such meeting or consent shall be as valid as if legally called and notified.
The fiscal year of the Corporation shall be the calendar year, unless otherwise fixed by resolution of the Board of Directors.
The power to alter, amend, or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The Bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or the Articles of Incorporation.
CONTRACTING FOR PERONSAL SERVICES
The Corporation shall be authorized to contract with an Executive Director who shall act as an agent of the Corporation and who shall be compensated as an independent contractor, under the direction and authority, with such duties and responsibilities as shall be determined from time to time and with such commensurate compensation as shall be determined by the President. The President shall also be authorized to contract with additional individuals to perform additional services as he/she deems necessary for the Corporation.
The Corporation shall adopt such Policies as shall be determined by the Board of Directors, each of which shall have the force and effect of these Bylaws. The interpretation, effectuation and enforcement of all adopted policies shall be at the discretion of the Board of Directors, the President, or to a designated Committee or Committee Chairman, as appropriate.