By-Laws


Virgin Islands Sailing Association

Member National Authority of the US Virgin Islands to International Sailing Federation

 

1. Name

The Association shall be called the Virgin Islands Sailing Association, also referred to as “VISA” or the Association.

2. Office of the Association

The Office of the Association shall be determined by the current President of the Association but must be located in the US Virgin Islands

3. Objects of the Association

3.1 To govern, promote and encourage interest and participation in the sport of sailing in the US Virgin Islands for all segments of the community by serving as the National Authority;

3.2 To encourage our membership to participate in local and overseas competition and to provide them with a framework and logistical support to succeed at International and Olympic events;

3.3 To maintain its status as a Full Member of the International Sailing Federation (“ISAF”) and to make such affiliations with other Associations that will maintain and enhance the Association’s role as the National Authority for US Virgin Islands.

3.4 To promote educational programs in the training of sailors, race officials and race management personnel for participation in international, national and international competition

3.5 To recognize and support ISAF by;

a) promoting the objects, interests and influence of ISAF;

b) carrying out and respecting ISAF’s rules, regulations and decisions;

c) using reasonable endeavors to persuade others within the Association’s jurisdiction to refrain from actions that are inconsistent with ISAF’s objects, rules regulations and decisions.

3.6 To represent its Members to ISAF

3.7 To provide a Committee to hear and determine appeals from the ruling of any Protest Committee of races sailed within VISA’s jurisdiction.

3.8 To arrange and conduct races where the need arises.

4. Members

4.1 The membership of the Association shall consist of:

(a) sailing clubs and yacht clubs with an interest in the sport of sailing. In order to be qualified for membership a club must:

(i) have a constitution or by-laws that do not contain provisions that are inconsistent with the constitution and by-laws of the Association,

(ii) provide for and hold at least an annual meeting of members for which notice is given to all members;

(iii) have a membership list with a minimum of twenty five voting members; and (iv) charge fees for membership and/or services and have a postal address.

(b) schools or organizations having as their primary objective the teaching of sailing;

(c) other associations or bodies controlling or having an interest in the sport of Sailing. The qualification of such association or body to be a member of VISA shall be in the sole discretion of the Executive Committee of VISA;

(d) class associations controlling the sport of sailing within any recognized class of sailing boat;

(e) individual members, including junior, adult, family, benefactor, and honorary.

4.2 Candidates for membership in any of the categories specified in section 4.1 [with the exception of 4.1(d)] shall make application in writing to the Association. Consideration for approval of an application will occur at the next scheduled meeting of the Executive Committee for Clubs and Associations. However individual members, including junior, adult, family and benefactor will be accepted upon payment of dues.

The Board of Delegates may name Honorary members who will be chosen for their special contribution to the Association and to the furtherance and development of Sailing in the VI.

4.3 The Board of Delegates may from time to time establish guidelines for additional classes of members.

4.4 The Board of Delegates may expel from membership any Member that fails to meet its obligations of membership or exhibits conduct injurious to the character or interests of the Association, its Officers and Delegates.

4.5 The Member whose expulsion is under consideration shall be entitled to:

(a) notice of any proceedings the subject of which is the Member’s expulsion;

(b) be advised of the grounds on which and the reasons for the expulsion proceedings,

(c) offer an explanation or justification either orally or in writing, and

(d) a hearing before the Board of Delegates if requested.

4.5 Any Member expelled by a majority vote of the Board of Delegates may apply as a Member at the next Annual Meeting with no obligation on the Board of Delegates to accept the application.

4.6 VISA will not discriminate in any way based on race, creed, gender or national origin and any entity that wishes to join VISA must have a similar provision in its by-laws.

5. Obligations of Members

5.1 It shall be the obligation of all members of the Association:

a) to promote the objectives, interests and influence of the Association;

b) to recognize and respect the constitution, by-laws, rules, regulations and decisions of the Association and of ISAF;

c) to use reasonable endeavors to persuade others within their jurisdiction to refrain from actions that are inconsistent with the constitution, by-laws, rules, regulations and decisions of the Association and of ISAF.

6. Financial Year

The financial year of the Association shall be the calendar year and financial reports will be presented to the membership at the AGM.

7. Annual Period of Membership and Dues

7.1 The annual period of membership in the Association will be the 12 months corresponding with the calendar year.

7.2 The annual membership dues for each class of membership shall be approved by the membership at the Annual General Meeting.

7.3 All Members of the Association who are more than six months in arrears in payment of dues may have their membership terminated.

8.0 Officers

8.1 The officers of the Association shall be the President, Vice President, Secretary, Treasurer and Olympic Representative. These Officers shall be elected at the Annual General Meeting to serve for a period of one year and will comprise the Executive Committee of VISA.

8.2 Duties of the Officers

(a) The President of the Association shall preside at the Annual Meeting and generally perform the duties of a president and chairman of the organization.

(b) The Vice President shall support the President in the conduct of the affairs of the Association and deputize for the President in his/her absence. The VP will administer the Athletes Status Program to determine funding from VISA to its sailors.

(c) The Secretary shall be responsible for all official documents, papers and records of the Association and the dissemination of communications to all members. The Secretary shall keep minutes of all Executive, special and General Association meetings, serve all official notices and conduct the correspondence of the

(d) The Treasurer shall keep all paper and electronic records of all financial transactions of the Association. He/she shall collect all monies due or payable to the Association and shall record and deposit such monies for safekeeping. The Treasurer shall make any payments required for the purposes of the Association and present an audited statement of the Association’s financial position at the Annual General Meeting.

(e) The Olympic Officer will be responsible for representing VISA at all meetings of the Virgin Islands Olympic Committee. They will also serve as the voting member from VISA at all Olympic Meetings. The Olympic officer will aid the President in setting qualifying events for International Regattas when needed.

8.3  Election of Officers

The officers of VISA shall be elected by the Delegates at the Annual General Meeting. Any regular dues paying member of VISA shall be eligible to hold an office of VISA.

8.4 Vacancies in Executive Committee Offices

The Executive Committee will meet and elect a qualified member of VISA to fill the vacated role until the next annual meeting.

8.5 Remuneration

Officers and delegates shall serve without remuneration of any kind

10. Board of Delegates

10.1 The Board of Delegates shall comprise the President, Vice President, Secretary Treasurer and Olympic Officer together with delegates composed of the following:

(a)    Two delegates from each member Yacht Club with the intent that one will represent one- design racing and one will represent handicap racing. These delegates shall be appointed by their respective Club Commodore. A Club with over 250 voting members may have a 3rd delegate appointed by the Club Commodore

(b)   One delegate representing the Optimist class appointed by Class President

(c)    One delegate representing the combined International and Club 420 Class appointed by the joint Class Presidents

(d)   One delegate representing the Laser Class appointed by the Class President

(e)    One delegate at large appointed by the Executive Committee at the Annual General  Meeting to handle special projects if necessary.

(f)    A class with active member sailors and boats on at least two of the islands may apply for representation on the Board of Delegates. This representation may or may not be granted.

10.2 The Annual General Meeting shall be held each year between Thanksgiving and Jan 20th on St. Thomas or St Croix as decided by the Executive Committee .

10.3 The Board of Delegates shall be responsible to:

10.3.1 Manage the affairs of the Association

10.3.2 To serve and protect the interest of the members in local and international sailing endeavors

10.3.3 To serve as the forum for the advancement and support of sailing in the community

10.3.4 To represent the interests and aspirations of its membership to the Government

10.3.5 To communicate the rules and regulations of ISAF and make representation to ISAF with regard to the formulation of those rules and regulations

10.3.6 To serve as the liaison between the various boat clubs and racing clubs

11. Management

11.1 The affairs of the Association shall be conducted on behalf of the Membership by the elected Executive Committee who shall be responsible for fulfilling the intent of Article “3” and reporting back to the membership of their actions and activity at the Annual General Meeting.

11.2 The Executive Committee will have full authority to conduct the affairs of the Association throughout their elected term of office. They may accept new members or resignation of members or Board of Delegates members and replace vacancies among the Officers until the next Annual General Meeting.

11.3 All members of the Executive Committee and Board of Delegates must be fully paid up Individual members of the Association.

12. Annual General Meeting

12.1 The Annual General Meeting of members shall be called by the Secretary upon the issuance of a notice in paper or electronic form to the members, of the agenda.

12.2 The notice period for the Annual General Meeting shall be 14 days preceding the meeting.

12.3 If five members of the Board of  Delegates members feel a special general meeting is necessary they may request that one be called by the Executive Committee with a notice period of 30 days preceding the meeting

13. Convening Special Meetings of the Officers

A Meeting of the Officers of the Association may be called at any time by the President or Vice president. Notice shall be served in paper or electronic form.

15. Quorum

The Quorum at any General Meeting of the Association will require 9 members of the Officers and Board of Delegates to be present.

16. Regular order of business

At all General Meetings, the regular order of business shall be as follows: –

1) Reading of Minutes of the previous meeting.

2) Matters arising from the minutes.

3) Reading of communications.

4) Presentation of Financial Statements.

5) Reports of Committees.

6) Election of Members and Officers of the Association.

7) Any Other Business.

17. Voting

Each delegate member shall be entitled to vote in person or by proxy on all motions placed before a meeting, and in the event of a tie vote, the motion shall be lost. Written confirmation of proxy votes, shall be presented to the Secretary prior to them being exercised.

17.1 Telephonic or Similar Meetings

Subject to the notice provisions of Section 12 and 13, any meeting may take place by means of conference call or similar communications, whereby all persons participating in the meeting can receive all communications taking place and can communicate with each other.  Participation in any such meeting shall constitute attendance in person at such meeting.

18. Amendments to the By laws

The By-Laws of the Association can only be amended or annulled by the affirmative vote of two-thirds majority vote of the Board of Delegates of the Association and a draft of the amendment must be registered with the Secretary of VISA at least 30 days before the AGM and must be sent out with the notice of meeting .

19. Committees

Following the Annual Meeting the President may appoint any of the following committees.

(a)    Nominating Committee – A committee of three delegates will be appointed 30 days before the annual meeting to nominate a slate of five officers to be voted on at the annual meeting. Nominations will also be taken from the floor at the annual meeting.

(b)   Any other Committee as may be required to properly conduct the business of VISA

20. Indemnification of Officers

Each officer of VISA shall be indemnified by VISA against reasonable expenses actually and necessarily incurred by him/her in the defense of any action, suit or proceeding in which he/she is made a party by reason of his/her being or having been an Officer of VISA, negligence or misconduct in performing his/her duties as such Officer, and such right of indemnification shall not be exclusive of any other right to which he/she may be entitled under any statue, by-law agreement, vote of Members, or otherwise.

21. Parliamentary Authority

All parliamentary procedures not otherwise specified in these By-Laws will be in accordance with Robert’s Rules of Order, latest revised edition.