TRITON ONE DESIGN CLASS OF SAN FRANCISCO BAY, INC. BY-LAWS - 2009
ARTICLE I Principal Office
Section I Principal Office: The principal office of the Corporation is hereby fixed and located at 525 Taylor Ave - Unit B, Alameda, CA 94501. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in the county of Alameda. Any such change shall be noted by the Fleet Secretary-Treasurer opposite this section, but shall not be considered an amendment to these by-laws.
ARTICLE II Members
Section I - Classification of Members: There shall be two classes of members of the Corporation, to wit:
a) Owner Members,
b) Associate Members
Section 2 - Eligibility for Membership
a) Owner Members: Each person who owns in full or in part a Triton sail- boat shall be eligible for an Owner's Membership in the Corporation. In the case of multiple ownership of a Triton, it is the intent of these By-Laws that each Co-owner become a regular dues-paid owner member. Applications for membership shall be in such form as shall be prescribed by the Board of Directors.
b) Associate Members: Former Triton owners, relatives of Triton owners, Triton crew members, and other persons with the interests of the Association at heart may be sponsored for Associate Membership by an Owner Member.
Section 3 Qualifications and Admission of Owner Members and Associate Members.
Owner Members and Associate Members shall be persons of responsibility, integrity and high standing in the communities in which they reside. A member shall be admitted to membership only upon approval by the Board of Directors, or upon approval by such Membership Committee or Membership Secretary as the Board of Directors, may by resolution, have authorized to admit members.
Section 4 Termination of Membership
a) Owner Membership shall terminate upon the death or resignation of the member, or upon his expulsion by a majority vote of the Board of Directors. A member may be expelled for non-payment of dues or for conduct which the Board of Directors shall deem inimical to the best interests of the corporation. A member may not transfer his membership or any right arising therefrom, and any attempted transfer of a membership shall cause such membership to terminate automatically. All rights of a member in the Corporation or its property shall cease upon termination of his membership. The membership of an Owner Member shall automatically terminate at the end of the fiscal year in which such Owner Member shall cease to be the owner of a Triton sailboat.
b) Associate Membership shall terminate upon the death of or resignation of the Associate Member, upon the request of the sponsoring Owner Member, or upon his expulsion by a majority vote of the Board of Directors. An Associate Member may be expelled for non-payment of dues or for conduct which the Board of Directors shall deem inimical to the best interests of the Corporation An Associate Member may not transfer his membership or any right arising therefrom, and any attempted transfer of a membership shall cause such membership to terminate automatically. All rights of an Associate Member in the Corporation or its property shall cease upon termination of membership. The membership of an Associate Member shall automatically terminate at the end of the fiscal year in which such Associate Member shall cease to be eligible fox sponsorship.
Section 5 Dues
a) Annual Owners Membership dues of $40.00 or as set by the Board of Directors, shall be due and payable as of November 1, and may be paid at the annual meeting. No reduction in the amount of dues shall be set for an applicant who applies for membership at any time subsequent to beginning of the fiscal year. Any member whose dues are in arrears shall not be permitted to vote or to be awarded points or other awards in races sanctioned by this corporation. Dues shall be paid to the Fleet Secretary-Treasurer. Said officer shall report any delinquent members to the Commodore, who, in turn, shall protest to the appropriate race committee that said delinquent member is not abiding by these Articles and that he should be disqualified from said race.
b) Annual Associate Membership dues of $25.00, or as set by the Board of Directors, shall be due and payable at the time request for membership is made.
Section 6 Meetings of Members.
The annual meeting of Owner Members shall be held in the fourth week of October of each year, unless the Commodore shall set another date during October. The meeting may be held in any of the San Francisco Bay area counties as designated by said Commodore. Any business to be brought before the annual meeting by the membership shall first be presented in writing to the Board not less than 30 days prior to the date of the meeting. Special meetings of Owner Members may be called by the Fleet Commodore or by any ten members requesting such a meeting in writing. Each call shall be in writing and shall state the time and place and purpose of such meeting. No business other than as stated in the call notice shall be transacted at said meeting. Notice of annual or special meetings of Owner Members shall be given stating the time and place of the meeting and the purpose thereof. Notice of such meeting shall be mailed to each member at his address appearing on the records of the corporation at least ten days prior to the time for holding such meeting.
Section 7 Voting
There shall be only one vote per Triton sailboat regardless of the number of persons owning an interest in the same Triton. In the event a member ceases to be an owner, he shall be without voting rights. Voting may be by person or by proxy. No Owner Member whose dues are in arrears shall be permitted to vote. In the event that there is a co-ownership of the Triton sailboat the vote for such a boat shall be given by a majority of the owners of said boat who are members. If a majority is not obtained, the vote of said boat shall not be counted. Associate Members hold no vote in the Corporation.
Section 8 Quorum
Thirty percent of the number of votes in the corporation calculated to the next highest number present either in person or by proxy shall constitute a quorum at all meetings of the members for the transaction of business.
ARTICLE III Directors
Section I Number and Qualification
The authorized number of Directors shall be five until changed by amendment of the Articles of Incorporation or by an amendment to these By-Laws duly adopted by the members.
Section 2 Election and Term of Office
Directors shall be elected at each annual meeting of members, but if such annual meeting is not held or Directors are not elected thereat, the Directors may be elected at any special meeting of members for that purpose. All Directors shall hold office until their respective successors are elected. Two of the Directors each year shall be elected for two year terms in order to provide continuity.
Section 3 Nominations
The Commodore shall, prior to the annual meeting, appoint a nominating committee of three Owner Members who shall submit a slate of candidates for directorship at the next annual meeting. The nominating committee shall designate one or more of the nominees for directorships as also a nominee for Commodore.
Section 4 Meetings
Meetings of the Board of Directors shall be called and held as may be ordered by the Directors.
Section 5 Vacancies
Any vacancy on the Board of Directors caused by death, resignation or disability of a Director shall be filled by a majority of the remaining Directors or by the sole remaining Director.
Section 6 Quorum
A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation.
Section 7 Approval of Minutes
The transaction of any meeting of the Board of Diretors, however called or noticed or wherever held, shall be as valid as though had a meeting duly held, if each of the Directors not present approves in writing the minutes of such meeting. All such approvals shall be filed with the records of the Corporation or made a part of the minutes of the meeting.
Section 8 Fees and Compensation
Directors shall receive no compensation for their services, but may receive such reimbursement for expenses as may be fixed by resolution of the Board.
ARTICLE IV Officers
Section I Officers
The Officers of the Corporation shall be a Commodore and a fleet Secretary-Treasurer. The Corporation may also have such other officers as may be appointed by the Board of Directors. One person may hold two or more offices except those of Commodore and Secretary-Treasurer.
Section 2 Election
The Commodore shall be the Director designated as the nominee for Commodore by the Nominating Committee. In the event the Nominating Committee designated more than one candidate for Director as a nominee for Commodore, then the Commodore shall be the person receiving the highest number of votes among the nominees for Commodore. The Fleet Secretary-Treasurer shall be chosen annually by the Board of Directors. Each Officer shall hold his office until he shall resign, be removed or otherwise disqualified to serve or his successor shall be elected and qualified.
Section 3 Removal and Resignation
Any Officer may resign, or may be removed with or without cause by the Board of Directors at any time. Vacancies caused by death, resignation or removal of any Officer may be filled by appointment by the Board of Directors, or by the Commodore until such appointment by the Board of Directors.
Section 4 Commodore
The Commodore shall be the executive Officer of the Corporation and, subject to the control of the Board of Directors, shall have general supervision, direction and control of the affairs of the Corporation. He shall pre- side at all meetings of members and meetings of the Board of Directors. He shall fix the date of meetings, approve the annual reports, establish committees and appoint com- mittee chairmen, sanction races, approve expenditures, make a timely protest to the appropriate body, upon the advice of the Race and Rules Committee, any racing re- quiring a class protest or to protest any Triton that races in a corporation sanctioned race without having been previously measured, or any Triton whose Owner's dues are in arrears. He shall not serve for more than two consecutive terms as Commodore.
Section 5 Fleet Secretary-Treasurer
The Fleet Secretary-Treasurer shall keep at the principal office of the Corporation a book of minutes of all meetings of Directors and Members with the time and place of holding, how called or authorized, the notice thereof given, the names of those present at directors meetings and proceedings thereof. He shall keep at the principal office of the Corporation a register showing the names and addresses of the Members. He shall keep and maintain adequate and correct books of account showing the receipts and disbursements of the Corporation and an account of its cash and other assets, if any. Such books of account shall, at reasonable times, be open to inspection by any Member or Director. He shall deposit all moneys of the Corporation with such depositories as are designated by the Board of Directors and shall disburse the funds of the Corporation as may be ordered by the Board of Directors, upon request, prepare statements of the financial condition of the Corporation.
He shall maintain measurement certificates, registration of boats and custody of the Corporate Seal, receive dues and fees, distribute ballots and notices of meetings; he shall prepare an annual financial statement and he shall be responsible for preparation and/or changes for the Triton Section of the Pacific Inner Club Yacht Association's "Yachting Year Books, Northern California".
ARTICLE V Miscellaneous
Section I Execution of Documents
The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances and, unless so authorized by the Board of Directors, no Officer, agent or other person shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.
Section 2 Inspection of By-Laws
The Corporation shall keep in its principal office the original or a copy of these By-Laws, as amended or other-wise altered to date, certified by the Fleet Secretary-Treasurer, which shall be open to inspection by the Members at all reasonable times during office hours.
Section 3 Construction and Definitions
Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the California General Non-prlofit Corporation Law shall govern the construction of these By-Laws.
Section 4 Rules of Order
The rules contained in Roberts Rules of Order, revised, shall govern all members' meetings and Directors' meetings of the Corporation, except in instances of conflict between said Rules of Order and the Articles or By-Laws of the Corporation or provisions of law.
Section 5 Emblem: The emblem of the Triton Class sailboat shall be a two-pronged Triton fork.
Section 6 Fiscal Year: The Corporation's fiscal year shall be from November 1 through October 31.
Section 7 Assessments: Assessments may be levied against the Members upon a two-Thirds vote of the Members.
ARTICLE VI Association Races:
Section 1 Race and Rules Committee
The Board of Directors shall be the Race and Rules Committee and its Members will hold office for one year. The Commodore will be its chairman except when the committee is sitting as a protest committee. It shall pass on all questions relative to the eligibility of boats and equipment, interpret the Rules and Specifications, and recommend changes, modifications and improvement to the same. It shall pass on every request for a waiver of any of the Rules and Specifications. If a waiver is granted, the committee will notify every Member of the class, indicating the exact nature of the waiver. It shall make a decision prior to the next race regarding scoring, re-running or other disposition made of any protested class race. The members of this committee shall have the power to measure or to appoint other members of the Corporation to measure boats.
Section 2 Protest Committee
The Race and Rules Committee shall sit as a Protest Committee when required. The Commodore will appoint one of the other Members of the Board to act as the chairman of this committee and will appoint a First, Second and Third Alternate Member to sit with the committee when required. These appointments will be made as soon after the Annual Meeting as possib1e. The Committee will pass on all measurement certificates and will notify the Commodore of any infractions thereof. In addition it will conduct protest hearings when required.
Section 3 Racing Rules
The International Yacht Racing Rules as adopted by the United States Sailing Association and the Standing Race Instructions of the Yacht Racing Association of San Francisco Bay shall govern all races of T.O.D.S.F.
Section 4 Measurement Certificate
1) Each boat racing in any T.O.D.S.F. race shall have a current measurement certificate on file in master file.
2) A new measurement certificate shall be required;
Whenever boat has a new owner. Whenever major changes in ballast (100 lbs.) is made. Whenever additional sails are obtained (new or old) whenever requested by Race and Rules Committee.
3) Master File shall be maintained by Secretary-Treasure, and open to review by competitors on request.
Section 5 Triton Perpetual Trophy Race.
The Commodore shall schedule an annual Triton Perpetual Trophy Race in which any member of T.O.D.S.F. may compete provided the boat has been measured. This Race shall be sailed with working sails only. (NO GENOA, NO SPINNAKER) There must be at least two starters to qualify as a race.
Section 6 Assists to Stability
US Sailing Rule 51 (a) or: " a yacht shall not use any device, such as a trapeze or plank to project outboard the weight of any of the crew, nor, when a yacht is equipped with lifelines, shall a member of the crew station any part of his torso outside them, other than temporarily." Note the above restrictions apply whether the yacht is equipped with lifelines or not. Only the legs may extend beyond the rail. Standing on the rail holding on to standing rigging is prohibited.
Section 7 Crew
Each Triton shall carry no less than two persons nor more than six aboard in any race, unless specifically so stated in the race instructions. Minors or any age are to be counted as crew members.
Section 8 Scoring
The following point scoring system shall apply to all races within the YRA qualifying regattas and follow YRA Race Instructions as supplemented below:
(a) First Place - 3/4 point; Second Place - 2 points: Third Place - 3 points, etc.
(b) DNF or official withdrawal prior to protest meeting - one point more than the number of starters.
(c) DNS - 2 Points more than the number of starters.
(d) RNS - A yacht ranking as a starter, but failing to properly start; i.e., does not hear recall - will be scored 2 more points than the number of starters.
(e) DSQ - Three points more than the number of starters. (Note: These points are not dropped when race is declared a throwout for calculating season total; i.e.,three penalty points remain in season total.)
(f) For weekend multiple races held on successive days (e.g. Vallejo, Coyote Point or ODCA), each race will be scored independently.
(g) Season Scoring: shall be based on a minimum of 75% in whole numbers of the YRA scheduled season races, i.e. up to 25% throwouts permitted with fractions dropped.
(h) Ties: Shall be resolved as provided under "Annual Championship Rules" of YRA Race Instructions, viz - In the case of a tie, that yacht is the winner which has the most firsts, or if that still leaves a tie, the most seconds,and so on. Throwouts are not retrievable. In case this fails to break the tie, that yacht is the winner which has finished ahead of the other or each of the others more often than it has finished behind. EX. If there are 10 Races 7 Races will be used for scoring.
ARTICLE VII Plans and Specifications
Section 1 Construction
All Tritons shall conform to the Carl A. ALberg sailplan drawing No. 23 of January 1960; for the Mark III Triton Rig with regard to hull, spars, and standing rigging;except that forward lowers may be added. Internal halyards are permitted. Note: This is a 7/8 Rig with a 35 foot Mast. There shall be no modifications to hull or rudder as designed. No modifications to thru hull fittings (dia.) shall be permitted. The basic intent is to maintain the Triton as a truly one design Class on San Francisco Bay insofar as performance is concerned. The following specifications have been formulated with this in mind. The objective has been to restrict major changes that could produce significant differences in boats' performances. At the same time, it is the intention to not restrict those additions that add to crew convenience comfort, or safety - such as Cleats, Winches, Running rigging, Electronics, Life Lines, etc. Note: When a questionable point arises it should be referred to the Race and Rules Committee for a ruling.
Section 2 Standing Rigging
(a) All standing rigging shall be 1x19 Stainless ,steel wire. Headstay,Jumper Stays, Backstay, Topmast stay, Forward and After Lowers.
(b) No Hydraulic assists are allowed.
(c) There shall be no running Backstays.
(d) Adjustable backstays are permitted.
Section 3 Other Gear
A variety of interior plans and arrangements are acceptable together with the following required standard equipment; 4 to 6 bunks and mattresses; head; inboard gasoline engine or equivalent diesel engine; shaft and prop (prop not less than 13" in diameter with a non-adjustable blade not less than 3/4" wide.
Section 4 Head Sails
(a) All head sails shall be hanked onto headstay.
(b) No Foils or Zipper Luffs allowed.
Section 5 Standards
(a) Waterline Length
Shall not exceed 21'-6" when measured with all gear normally carried aboard while racing, including all Coast Guard required safety equipment, and with water tank full, but excluding crew.
Shall be of aluminum. Shall be banded top and bottom to limit length of luff. Bottom band shall line up to top of boom when horizontal in lowest position. Top band 32'-0" from bottom of bottom band to top of top band. Internal halyards are allowed. Areodynamic spreaders are allowed.
(c) Spinnaker halyard Block
Halyard when hoisted to its maximum practical height shall not exceed 30'-6" (measured from top of cabin.)
Material shall be optional. Mainsail Foot shall be limited by Black Band 12'-6" measured from after side of track on mast.
(e) Spinnaker Pole
Material shall be optional.When measured from outboard end to outboard end it shall not exceed 10'-0"
Section 6 Sails
(a) Mainsail-- Dacron only: Shall not exceed black bands on luff or foot (12' 6") when fully stretched. Full length battens are allowed.
(b) Working Jib-- Dacron only: Shall not exceed the following maximum measurements. Luff 29'-0", Foot 10'-9", Leach 25'-9" Jib Battens:- One at 16"; Two at 19" The Jib shall not be replaced at an interval of less than two years
c) Genoa Jib-- Dacron only: Shall not exceed "155%" L.P.= 15'-6' Shall not be replaced at an interval of less than two years. Roller furling is allowed.
(d) Spinnaker: Shall not exceed the following maximum measurements: Luff (a) 30'10" Luff (b) 30'10" Girth 18'0" Luffs shall be equal length. The spinnaker shall not be replaced at an interval of less than two years.
(e) An exception to the replacement restriction in (b) (c)
(d) may be granted upon request when an existing sail covered in (b) (c) (d) is damaged beyond economical repair.
ARTICLE VIII Amendments
Section 1 Power of Members
New By-Laws may be adopted or these By-Laws may be amended or repealed by the two-thirds vote of members entitled to exercise a majority of the voting power of the Corporation or by the written assent of such members, except as otherwise provided by law or by the Articles of Incorporation.
Section 2 Power of Directors
Subject to the right of the members as provided in this Article to adopt, amend or repeal By-Laws, any By-law other than a By-Law or amendment thereof changing the authorized number of Directors may be adopted, amended or repealed by the Board of Directors.