Constitution and Operating Procedures

February 6, 2023

Article 1: Name

This organization shall be known as the Catalina 4 Series Association hereinafter referred to as the Association.

Article 2: Goal

The Association is an organization dedicated to advancing the enjoyment of ownership in Catalina 4 Series sailboats and promotion of camaraderie among their owners.

Article 3: The Association

The Association shall consist of the following member Catalina sailboat fleets: Catalina 400 (C400), Catalina 42 (C42), Catalina 425 (C425), Catalina 440 (C440), and Catalina 445 (C445). Each boat is eligible as a single entity rather than the total number of owners/sailors. Owners of other Catalina sailboats shall be eligible for membership at a later date if they so choose and are accepted by the Governing Board of the Association.

Fleets are defined as groupings of a single boat type. For example, C400s may be referred to as the C400 Fleet.

Article 4: Objectives of the Association

The Association shall:

1. Coordinate and promote cruising and social activities on local, regional and national levels;
2. Provide subscriptions to the Catalina owners' magazine, known as Mainsheet, to all Association members in good standing:
   1. A member in good standing is one who has paid the annual dues for the current year
   2. Members who have most recently not paid the previous year are considered active if they pay their owed dues in the current year
   3. Members who have not paid annual dues for two consecutive years, including the current year, are considered inactive
3. Promote and maintain the one-design characteristics of members' Catalina sailboats for all class and cruising activities;
4. Provide a central information source for:
   1. Technical, maintenance and care information and tips from other members
   2. Safe boating tips through collaboration with other yachting associations
5. Advance the enjoyment of owning and sailing Catalina sailboats.

Article 5: Governing Rules and Scope of Operations

This Constitution and Operating Procedures shall be the governing rules of the Association. In addition:

1. The Association shall have jurisdiction over all C400, C42, C425, C440 and C445 activities. The Constitution and Bylaws shall be binding upon all members and Association activities;
2. Any changes to any of the requirements in the Constitution must be approved by the Governing Body of the Association;
3. All disputes concerning the interpretation of the contents of this document shall be resolved by the Governing Body of the Association, and all such decisions shall be considered final;
4. The Governing Body of the Association reserves the right to declare "ineligible" any member who does not conform to the spirit, as well as to the letter of this document.

Article 6: Membership in the Association

Membership categories are as defined:

Regular Member

A Regular Member is an owner or part owner of a C400, C42, C425, C440 or C445. To be considered an active current member, he/she must be current with his/her Association dues.

If a regular member is current with annual dues and otherwise of good character, they may hold any Association office and are eligible to vote when any vote of the membership is called.

Associate Member

An Associate Member is a person who does not own or partially own a C400, C42, C425, C440 or C445 sailboat. An associate member is not eligible to hold any office in the Association and does not have voting privileges. An Associate Member may command the sailboat of a member of the Association for purposes of participation in Association sponsored events.

Honorary Member

An Honorary Member is a person selected by the Association who has demonstrated an active and prolonged interest in the welfare of the C400, C42, C425, C440, and/or the C445 class. A member can be nominated to the position of Honorary Member by any member of the Association. Any such nomination must be submitted to the Commodore who shall consider the nomination and put it to a vote of the Governing Board. An Honorary Member cannot hold Association Officer position and cannot vote. Honorary Members are not required to pay annual dues.

A member is in good standing upon payment of the prescribed Association dues and may participate in all Association activities.

Voting by the Governing Board and the general membership can be in person at a face-to-face meeting and/or via electronic means, such as email, fax, Zoom® or other methods of communication. Voting is limited to one vote for each member boat, regardless of the number of owners of any member boat.

Article 7: Association Officers

Regular members, in good standing, are eligible for the following offices and shall perform the following duties. These positions are elected by the membership at an annual or called meeting.

Elected Positions

Commodore

The Commodore is the Chief Executive of the Association. The Commodore shall preside at meetings, serve as chair of the Governing Board, rule on procedure and jurisdiction, summarize decisions, appoint special committees, and authorize, with the approval of the Governing Board, all Association expenditures. The Commodore shall act as spokesperson for the Association and prepare notifications and publicity releases.

Vice Commodore

The Vice Commodore shall perform the duties of the Commodore in the absence of the Commodore and assist all other officers. The Vice Commodore shall be responsible for arranging the National Regatta and the Annual Association Meeting.

Secretary

The Secretary shall be responsible for correspondence, recording the minutes of all meetings, notification to the membership of all elections and special events, and maintenance the history of the Association. The Secretary, in collaboration with the Treasurer, shall maintain or supervise the maintenance of an accurate and current record of members and registered owners of Association sailboats. The Secretary shall send and receive ballots and publish the minutes of the Governing Board.

Treasurer

The Treasurer shall maintain financial records and securities of the Association and deposit and disburse funds based upon the budget and the approval of the Commodore. The Treasurer shall also, in collaboration with the Secretary, be jointly responsible for the accurate and timely maintenance of the member database.

Nomination of Officers

Nominations for Association Officers shall be submitted to the Governing Board one week prior to the annual membership meeting. Officers shall be elected by a majority vote of those members responding to a ballot sent by email directly to them. Ballots are due to the Secretary and must be received by COB the day before the annual meeting. Results of the vote will be reported at the annual meeting.

One person may hold multiple offices if deemed appropriate by the governing board.

Term of Office

Association Officers shall assume their duties January 1st and shall serve for 4 years. Each year, one Board member shall rotate off the Board and be replaced by vote of the Board initially, to be ratified by vote of the membership at the next annual meeting. This rotation shall commence with the Secretary who shall rotate out of office at the annual meeting in 2022. In 2023 the Treasurer shall be eligible for re-election. Such rotation shall preserve the institutional memory of the Board. All officer positions may be held for multiple consecutive terms. Vacancies arising during a Board member's term shall be filled through appointment by the Commodore and shall be ratified by the full membership at the next annual meeting.

Removal of an Officer

Any Association Officer or member may be suspended or expelled from the Association by a two-thirds vote of the Governing Board for conduct or action deemed prejudicial or injurious to the Association.

Appointed Positions

Mainsheet Editor/Chief Information Officer

The Mainsheet Editor shall be appointed by the Commodore, and he/she shall write and/or edit articles for the Mainsheet Magazine and provide information about modification and upkeep of Mainsheet to the Governing Board. The Editor shall co-ordinate all submissions to Mainsheet for consistency and accuracy.
The Editor and Chief Information Officer shall be responsible for the accuracy and consistency of public information about the Association and in so doing shall co-ordinate with the webmaster and various fleet editors.

Mainsheet Technical Editor(s)

The Association shall attempt to have at least one Mainsheet Technical Editor for each fleet of the Association. These individuals shall write and/or edit technical articles for Mainsheet Magazine and provide general information including maintenance issues associated with the technical section of Mainsheet Magazine to the Mainsheet Editor.

Webmaster

The Webmaster shall be responsible for designing, updating and maintaining the Association's website. The Webmaster is also responsible for developing and maintaining an email list for all Association members such that the Commodore, or his/her designee, utilizing that list, may send emails to Association members from time to time.

Article 8: Governing Board

The Commodore, Vice Commodore, Secretary, Treasurer, the immediate Past Commodore, and the three appointed officers (Mainsheet Editor, CIO, Mainsheet Technical Editor and the Webmaster) will form the Governing Board. Their terms of office shall commence on the first of January.

Board members shall serve for 4 years. Each year, the position that will have served 4 years by December 31, shall be deemed eligible for re-election. Members may serve more than one term.

The Governing Board shall have the following responsibilities:

1. Conduct all business of the Association;
2. Interpret the Constitution and Operating Procedures;
3. Determine the Operating Procedures;
4. Serve as the last court of appeal in disputes over the interpretation of those documents. The rulings of the Governing Board shall be binding and final.

Article 9: Fiscal Responsibilities

The fiscal year of the Association shall run from January 1 through December 31. The Governing Board shall determine the Association dues as needed. Members shall forward their annual dues to the Treasurer, or designee, upon initial application and/or annual renewal.

The Association shall not be liable for any debts contracted by its officers, Fleet officers, or members other than the expenditures authorized upon written order of the Commodore. The only exception would be illegal use of Association funds as determined by the Governing Board and the respective law enforcement agency.

The Governing Board shall have the power to contract for any of its business services and will review the contract annually for continuation, compensation, responsibilities and performance. All Governing Board members are expected to keep expenses to a minimum.

The Association will reimburse for necessary expenses of the Officers and Committee members upon application to the Treasurer and approval by the Commodore. Outlays over one-hundred dollars ($100), as well as transportation and lodging expenses must be approved in advance.

Article 10: Annual Membership Meeting

An Annual Meeting of the Association will be considered desirable but, because of the distribution of members, can be optional. This meeting may be held face-to-face and/or electronically.

Quorum

For the purposes of conducting the Annual Meeting of the Association, ten (10) members in good standing, representing at least three (3) fleets, shall constitute a quorum.

Voting

Each Association sailboat shall be entitled to cast one (1) vote, regardless of how many members share in the ownership of that particular sailboat.

Voting can be completed in person at the annual meeting. In person means the member is in physical attendance at the meeting or is present via a digital live meeting utilizing software such as Zoom®. Voting may also be completed by email/fax within 5 days prior to the annual meeting.

The Governing Board shall serve as the Nominating Committee and prepare a slate of officers to be submitted to the membership 10 days prior to the next annual meeting. Additional or alternate nominations may be made by written application of any three (3) current members within seven (7) days of the meeting. Such nominations shall be added to the nominations proposed by the Nominating Committee, provided the nominees accept such nominations. The Secretary shall provide ballots sent to each regular member by email. Member ballots must be returned within seven (7) days of distribution and the results announced at the annual meeting.

Article 11: Amendments to Corporate Documents

A proposed amendment to this Constitution and Operating Procedure must be presented in writing to the Commodore by at least three Regular Members. Such amendment must be approved by a majority of the Governing Board before being sent to all current members of the Association. A minimum of 15 members must approve the amendment. On approval, the change(s) will be placed on the website.