Article I – Name

The name of this Corporation shall be the “Chesapeake Bay Yacht Racing Association” (hereinafter “Association”) and it shall be incorporated in the State of Maryland.

Article II – Purpose

The exclusive purposes for which the Association is formed and for which it shall operate are for charitable and educational purposes and to foster national and international amateur sports competition within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 and any successor provision, with the following specific objectives:

1. To encourage and promote racing sailing activities on the Chesapeake Bay and adjacent waters;
2. To encourage and promote amateur sailboat racing among the members of the Association by developing and maintaining standards for competition, and by coordinating racing schedules and regattas;
3. To maintain an appeals committee for processing appeals of the decisions of protest committees of the member clubs of the Association and/or territory assigned to the Association by US SAILING.
4. To promote the sport of sailboat racing through educational programs for the training of racing sailors in subjects including tactics, Race Management, the Racing Rules, and the science of seamanship and navigation.
5. To promote boating safety through educational programs and by promulgating requirements for safety equipment on participating boats;
6. To promote the sport of sailboat racing by providing information on educational, training, and racing opportunities with member clubs and fleets, US Sailing, and other affiliated organizations and Associations;
7. To promote educational and scientific purposes by assisting in the training of amateur sailors for participation in international, national and intersectional competition, including the Pan American and Olympic Games;
8. To promote educational and scientific purposes by making available to racing sailors, and the public, information on new developments in the design, construction, sails and rigging of craft of the type used in sailboat racing
9. To foster and promote public interest in racing sailing events, including those sponsored by member clubs and fleets, as well as international, national and intersectional events.
10. To supervise the Association’s sailing activities carried on by member clubs and class organizations and to administer the by laws, rules, and standards of the Association
11. To promote US SAILING national championships and international events, to identify supportive competitions within the Association’s area and to support participation of sailors
12. To cooperate with and to represent members before US SAILING and other organizations which support amateur sailboat racing, boating safety and educational activities.
13. To ensure that no person is denied the right to participate in any event within the jurisdiction of the Association or to manage or otherwise be involved in the participation of such event, or having so participated shall suffer any penalty for having participated, on grounds of race, color, religion, age, sex, or national origin, disability, veteran status, sexual orientation, gender identity or expression, genetic information, or any other status protected by federal, state or local law, where applicable. This shall not prevent the conduct of separate events for males and females, or separate events for age groups such as youth and masters

Article III – Membership

Section 1 – Membership

The membership shall consist of clubs, associations, other organizations, and individuals whose purpose or interest is the furtherance of Corinthian sailing. No club, association or other organization which is, or is subject to the control of, a for profit entity shall be eligible for membership in this Association.

Section 2(a) – Voting Member

Subject to the conditions set forth in these by laws, any club, association, or other organization in the Chesapeake Bay area which has a regular dues paying membership, devotes adequate attention to the development of Corinthian yacht racing, has been a Provisional member during the preceding year, and has been approved for Voting membership by two thirds of the delegates eligible to vote, in person or by proxy, thereon at any  scheduled meeting of CBYRA may hold Voting membership in CBYRA. At any meeting of CBYRA the Voting member shall be represented by a duly appointed delegate who is also an individual member of CBYRA. The delegate is privileged to take part in the discussion of questions on the floor, may offer or second resolutions for vote, and may cast a vote on all matters of business before CBYRA.

Section 2(b) – Provisional Member

Subject to the conditions set forth in these by laws, any club, association, or other organization in the Chesapeake Bay area, which meets all of the qualifications set forth in Section 2(a) above except the one year Provisional member status, shall be eligible for Provisional membership provided it has been duly recommended for such membership by the Executive Committee, and has been approved by a two thirds vote of the Voting members present, in person or by proxy, at any meeting of CBYRA.

Section 2(c) – Application for Provisional Membership

Application for such membership shall be by written request to CBYRA and shall include, but not be limited to, evidence of

1. a permanent mailing address;
2. regularly elected officers in accordance with its own published constitution and/or by laws;
3. a minimum of ten individual members of CBYRA;
4. sponsorship of at least one annual inter club sailboat racing event for two or more sanctioned classes of CBYRA, or sponsorship of an alternate activity benefiting Corinthian yachting (such as an educational program);
5. sponsoring letters from three Voting members of CBYRA;
6. a description of its sailing program; and
7. dues for the following year.

The CBYRA Secretary will collect and summarize the required evidence for submission to the Executive Committee.

The CBYRA Executive Committee shall examine the application and report its findings and recommendations on the agenda of the next meeting where action may be taken.

Section 2(d) – Advancing To Voting Member

A Provisional member must establish during its provisional year that it has contributed to the advancement of Corinthian sailboat racing, the functions and purposes of CBYRA, and has complied in all respects with the spirit of these by laws. The Executive Committee shall report to CBYRA on the Provisional members compliance with the criteria listed in Section 2(c).

Section 2(e) – Probation 

Any Voting member may be placed on probation for cause after

1. the Voting member and the entire Voting membership has been notified in writing and published 30 days in advance of the scheduled meeting that such action has been recommended; and
2. the member has been offered an opportunity to be heard at the such meeting; and
3. two thirds of Voting members present, in person or by proxy, at any scheduled meeting of CBYRA vote in favor of the recommendation.

The delegate representing a member on probation does not lose the right to vote. If a voting member remains on probation for two consecutive years, the racing events sponsored or conducted by this member shall not count towards the earning of any CBYRA award.

A member on probation may be restored to Voting Membership after:

1. the Executive Committee recommends such action;
2. the member on probation and the entire membership is notified of such recommendation 30 days in advance of any scheduled meeting of CBYRA; and
3. two thirds of the Voting members present at such meeting, in person or by proxy, vote in favor of the recommendation.

Section 3(a) – Individual Adult Member

Individuals who have reached their 19th birthday by December 31 of the year in which they are applying, who are affiliated with a member organization of CBYRA and who are interested in sailing or sail racing on the Chesapeake Bay and adjacent waters. Adult members may hold office, may serve on committees, and may participate in discussions on the floor of CBYRA meetings but they may not offer or second resolutions nor vote on questions before the voting membership unless acting as a duly appointed delegate for a Voting member. This category is for racing skippers, boat owners and members of CBYRA member clubs.

Section 3(b) – Individual Junior Member

Individuals who have not reached their 19th birthday before December 31 of the year in which they are applying and who are affiliated with a member organization. Junior members may serve on committees but are not entitled to discuss items on the floor at CBYRA meetings, offer or second resolutions, or to vote on matters of business at such a meeting.

Junior Membership shall be of two categories:

1. Racing Juniors: Junior members who desire to compete for CBYRA awards for personal excellence in competitive yacht racing during CBYRA sanctioned events.
2. Student Juniors: Juniors members who are enrolled in the junior instructional program of any member club, but who do not desire to be eligible for a CBYRA award for racing in a sanctioned event. Student Juniors are eligible for awards as a result of CBYRA Fun Day competition among all Juniors.

Section 3(c) – Family Member

Related individuals who form a family unit to include one or two parents and dependent children who are interested in cruising or racing on the Chesapeake Bay and adjacent waters, and where at least one adult is affiliated with a member organization of CBYRA. Adult members of a family unit who are nineteen years of age or older may hold office, serve on committees, and participate in discussions on the floor of CBYRA meetings, but may not offer or second resolutions, or vote on questions before the Voting membership unless acting as a duly appointed delegate for a Voting member. Each individual of the family unit under nineteen years of age shall have the rights and privileges of an individual Junior member.

Section 3(d) – Associate Member

Individuals who are not affiliated with a CBYRA member organization but who have an interest in racing on the Chesapeake Bay and adjacent waters. Associate members are not eligible for High Point trophies. Associate members may not hold office but may serve on committees, and participate in discussions on the floor of CBYRA meetings. They may not offer or second resolutions nor vote on questions before the voting membership unless acting as a duly appointed delegate for a Voting member. This category is for crew, for qualified skippers from outside CBYRA, and for persons who do not own a boat.

Section 3(e) – Honorary Life Membership

Shall consist of those individual adult members nominated by the Executive Committee and approved by a majority of the voting membership at a duly constituted meeting.

Section 3(f) – Donor Categories

In order for Individual Members to be encouraged to give additional financial support to CBYRA, the Executive Committee is empowered to establish other special programs to recognize this additional support.

Section 4 – Dues for Active Membership

Payment of dues is required by all categories of membership, except for Honorary Life and Donor Categories, to retain the status of membership in good standing. Dues shall become payable at the end of the December meeting and are due no later than the following April 1st. Any member not in good standing (in arrears) shall lose all privileges of membership and, if in arrears for 12 months, shall be automatically dropped from the membership rolls of the Association.

The Executive Committee shall prepare a schedule of required dues for the next fiscal year and submit to the voting members for majority approval at the Annual General Meeting.

Section 5 – Expulsion

Any member may be expelled for cause, after 1) the member and the entire membership have been notified in writing and published of such a recommendation 30 days in advance of any scheduled meeting of the Association; and 2) the member has been offered an opportunity to be heard at such meeting; and 3) two-thirds of the Voting members present at such meeting, in person or by proxy, vote in favor of the recommendation.

Article IV – Annual Meeting

The annual meeting shall be held on the first Saturday in December, or within fifteen days thereafter. The Executive Committee shall designate the location of the annual meeting. Special meetings may be called by the president or on written request of three or more Voting members. All issues requiring a vote at the Annual General Meeting or at a duly-constituted meeting shall be distributed in writing and published not less than 30 days prior to the meeting, to the Voting membership. At all meetings, a majority of the Voting membership in good standing, who are also present in person or by proxy, shall constitute a quorum.

Article V – Executive Committee

Section 1

The management and control of the Association shall be vested in an Executive Committee consisting of the officers of the Association, the Chairs of the Handicap Division, the Cruising One Design Division, the One Design Division, and the Junior Division, plus the US SAILING delegate. The Committee shall make all appropriations, authorize all expenditures, designate the location of the annual meeting, review applications for and make recommendations on all voting members, perform all routine duties, perform all other acts that may be directed by the by-laws, and have such powers and perform such other acts as usually pertain to such a managing body. Voting on questions by the Executive Committee may be by mail, email and/or conference call and acts so authorized shall have full effect. At a meeting of the Executive Committee, six members shall constitute a quorum for the transaction of business and a majority of those voting at a duly constituted meeting may authorize any action of the Committee.

Section 2 – Elections

At the annual meeting, the officers of the Association, and the Chairs of the Handicap Division, the Cruising One Design Division, the One Design Division, and the Junior Division shall be elected by the vote of a majority of the delegates present and voting, in person or by proxy.

Section 3 – Vacancies

In the event of the death, resignation, or removal of a member of the Executive Committee, the committee shall appoint a new member to fill such a vacancy as soon as may be practicable. Persons appointed to fill such vacancies shall serve as members of the Executive Committee until the next ensuing annual meeting or until their successors have been duly elected.

Article VI – Management                   

Section 1 – Officers

The officers of the Association shall consist of a president, vice president for race administration, vice president for member outreach, secretary, treasurer, and US Sailing delegate. Of the offices of president, the vice presidents, secretary, and treasurer, no more than two shall be members of the same member organization.

Section 2 – Regional Representation

In the election of officers of the Association, at least one shall be from member clubs and associations located in the vicinity of each of the following areas of the Chesapeake Bay:

1. Northern Bay: North of Tolchester (Region I) together with Mid Northern Bay: the Chesapeake Bay Bridge to Tolchester (Region II)
2. Mid Southern Bay: Potomac River north to the Chesapeake Bay Bridge. (Region III)
3. Southern Bay: Virginia and North Carolina (Region IV)

The mouth of a tributary into the Chesapeake Bay shall govern its region.

Section 3 – Division Chairs

The division Chairs shall be members of one of the classes within their respective divisions.

Section 4 – Committee Chairs

The president or designated vice president shall appoint the chairs of the standing committees as specified in Article X.

Article VII – Officers

Section 1 – President

The president of the Association shall preside at the meetings of the Association, shall chair the executive committee, and shall be ex officio member of all other committees.  The president shall appoint special committees as deemed desirable.

Section 2 –Vice Presidents

The two vice presidents shall have such powers and duties as usually pertain to such an office, and such other duties as the Executive Committee shall prescribe.

Vice President for Race Administration:  As the primary advocate for fleets and clubs, the VP-RA shall coordinate the activities of the Race Management, Rules & Appeals, Scheduling, and Scoring Committees.  In the absence of the president, the VP-RA shall preside.

Vice President for Member Outreach:  As the primary advocate for individual racers, the VP-MO shall be responsible for communications, including all on-line and social media activities, and publications.  The VP-MO will also be responsible for coordinating CBYRA representation at regional events.

Section 3 – Secretary

The secretary shall keep minutes of all meetings and oversee the retention of the permanent records of the Association, the list of active voting members and their delegates, the list of individual members, the collection of voting member nomination packages for executive committee review, the sending of announcement of the meetings, and the handling of the Association’s correspondence. The secretary will carry on other duties pertaining to the office.

Section 4 – Treasurer

The treasurer shall oversee the accounting of all receipts and expenditures, the collection of dues, and the sending of bills and notices. The treasurer shall make periodic treasurer’s reports to the Executive Committee and a full report to the annual meeting, submit all necessary tax returns, and carry on other duties pertaining to the office.

Section 5 – Delegate to US SAILING:

The delegate shall represent the Association in all US SAILING matters. This shall include coordination of qualifying events and nominees for US Sailing managed area and national championship events.

Article VIII – RESERVED

Article IX – Divisions / Classes

Section 1 – Division Chairs

Division Chairs shall preside over their division’s committees, be members of the Executive Committee, and represent their division and member classes on all matters pertaining thereto. The Chair of each individual Division shall be nominated by the respective Division committee and elected as per Article 5.  As used herein, the term class refers to any sanctioned fleet, class or other subdivision, regardless of nomenclature.

Section 2 – Handicap Division

The Handicap Division shall consist of those classes that may be sanctioned from time to time, pursuant to standards and procedures established by the Handicap Division Committee. The Handicap Division Committee shall consist of one member elected by each sanctioned class.

Section 3 – Cruising One Design Division

The Cruising One Design Division shall consist of those classes that may be sanctioned from time to time, pursuant to standards and procedures established by the Cruising One Design Division Committee. The Cruising One Design Division Committee shall consist of one member elected by each sanctioned class.

Section 4 – One Design Division

The One Design Division shall consist of those classes that may be sanctioned from time to time, pursuant to standards and procedures established by the One Design Division Committee. The One Design Division Committee shall consist of one member elected by each sanctioned class.

Section 5 – Junior Division

The Junior Division shall oversee, coordinate, and unify the Association junior programs, have cognizance over the various junior programs, have cognizance over the various junior publications, and arrange for bay wide and regional activities. The Division shall include a Chair nominated by the Executive Committee and elected by the delegates at the annual meeting as per Article 5.

Section 6 – Governance of Divisions

Each division shall be governed by its Division Committee. Division Committees shall act by majority vote of members present and voting.

Section 7 – Division Responsibilities

Each division shall be responsible for the following:

1. Developing division/class racing schedules in coordination with regional and CBYRA schedulers and the various host clubs
2. Representing the division before CBYRA and, when requested by the president of CBYRA, before US SAILING
3. Coordinating rating and measurement rules as appropriate between member classes
4. Administering CBYRA high point rules and regulations as implemented by each class in the division, and further, evaluating CBYRA high point eligibility or otherwise determining CBYRA class champions within the division
5. Providing scoring oversight and coordination for the division and member classes
6. Maintaining necessary records (including measurement certificates) as required to validate ratings of the boats within the division and providing such data as may be required to the CBYRA staff
7. Representing the division before other activities of CBYRA and supporting the various programs sponsored by the Association
8. Establishing standards and procedures for obtaining and maintaining status as a sanctioned class within the division.
9. Establishing and publishing rules and regulations appropriate for division practices and activities
10. Consistent with the foregoing:
11. Each class shall be responsible for establishing and enforcing (consistent with national or international class rules) its own class requirements, standards, and rules; 
12. Each division shall be responsible for establishing its own divisional requirements, standards, and rules consistent with rules of the classes comprising that division and of the Association.
13. CBYRA shall be responsible for establishing and enforcing Association requirements, standards, and rules consistent with those of the divisions.

Section 8 – Class Associations

Each sanctioned class shall be responsible for establishment and enforcement of its class requirements and standards, high point rules and such other matters that are not covered by the Association constitution, by laws, and written rules and regulations or which have been expressly assigned to division or association standing committees. Decisions of class associations affecting sanctioned matters may be appealed to the division committees

Section 9 – Right to Appeal

Decision of division committees affecting sanctioned classes, races and individual members may be appealed to the Executive Committee

Article X – Standing Committees

Section 1 – Nominating Committee

The committee shall consist of two past presidents and one member appointed by the current vice presidents, one member appointed by the current division chairs, and one member appointed by the current president. Default of the divisions to appoint a representative to the nominating committee shall be cured by the executive committee. Each member of the nominating committee shall be a current individual member of CBYRA. The nominating committee shall prepare a slate of officers; except that the nominees for the division representatives shall have been nominated by the division committees. Default of the divisions to nominate shall be cured by the nominating committee. In formulating its recommendations, the nominating committee shall attempt to maintain regional and divisional diversity among the officers of the Association. The slate nominated by the committee shall be sent in writing and published to the voting membership at least 30 days prior to the date of the annual meeting.

Section 2 – Race Management Committee

The committee Chair shall be appointed by the Vice President for Race Administration. The Chair will then appoint other committee members as the Chair determines are necessary. The purpose of the committee is to set standards for race management within CBYRA, to assist member clubs in improving the skills of their race committees, and to support Individual Members who have an interest in becoming race officers or judges. The committee shall prepare, annually, General Sailing Instructions to govern CBYRA sanctioned handicap and cruising one-design events. The committee shall coordinate educational programs for racing management, rules comprehension, judging, and other matters relating thereto. The committee shall encourage Individual Members of CBYRA to acquire sufficient skills and experience to obtain US SAILING certification as a race officer or judge. To the extent possible, this committee shall, when asked, assist member clubs by referring qualified race officers or judges to them for events they sponsor.

Section 3 – Rules and Appeals Committee

The committee Chair shall be appointed by the Vice President for Race Administration. The Chair will then appoint other committee members as the Chair determines are necessary. The committee shall hear and decide appeals duly filed as prescribed in the Racing Rules of Sailing, current version, as adopted by US Sailing. The committee shall review and approve the General Sailing Instructions prepared by the Race Management Committee. The committee shall provide support to the educational and assistance mission of the Race Management Committee.

Section 4 – Race Schedule Committee

The committee Chair shall be appointed by the Vice President for Race Administration.  The committee will include the appointed schedulers from each of the sailing Divisions, as well as other members as the Chair determines are necessary. The committee shall coordinate schedules with the objective of maximizing the opportunities for racing sailors and shall resolve disputes and conflicts between member clubs as to any race or regatta dates. The committee shall confer with the Race Management Committee on standards for sanctioning of races for High Point, and shall coordinate closely with the Communications Committee to make the resulting schedules as widely available as possible.

Section 5 – High Point Scoring Committee

The committee shall be composed of the appointed scorers from each of the sailing Divisions.  The committee chair shall be designated from the membership by the Vice President for Race Administration. The committee shall maintain records of the sanctioned events held by member clubs and shall compile and publish the season’s standings. Its records shall close at midnight, October 31, or two weeks after the last sanctioned event, whichever is later, and race results received after that time shall not be counted in the season’s scoring. The committee shall keep the Executive Committee advised of member clubs which are delinquent in submittal of score sheets.

Section 6 – Reserved

Section 7 – Reserved

Section 8 – Communications Committee

The committee Chair shall be appointed by the Vice President for Member Outreach. The Chair will then appoint editor(s) for CBYRA publications, a Webmaster/Social Media Specialist, and any other committee members the Chair determines are necessary. The committee shall publicize the affairs of the Association as directed by the Executive Committee through printed materials, the association home page, member correspondence, and social media including Junior Division schedules One Design Division schedules, Handicap and Cruising One Design Division schedules, results of sanctioned races, and directory information from time to time as the need arises.

Section 9 – Reserved

Section 10 – Legal Committee

The committee shall advise the president and Executive Committee upon legal and legislative matters in connection with the business of the Association and shall act as parliamentarian at the annual and special meetings.

Article XI – US SAILING Rules

In all events sanctioned by the Association, the ISAF rules, as adopted by US SAILING and US SAILING prescriptions, shall govern, except as may be otherwise modified by CBYRA publications or by special race committee or class rules.

Article XII – Amendments

The by laws may be amended at a duly constituted meeting of the Association by a two thirds vote of those present in person or by proxy, provided notice of such amendment be sent in writing and published to the voting membership and delegates at least thirty days prior to the date of such meeting.

Article XIII – Dissolution

No part or portion of the assets or net earnings of the Association shall be used, nor shall the Association ever be organized or operated, for purposes or objects others than those stated in Article II hereof. In the event of the termination, dissolution or winding up of the Association in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed exclusively for the purposes stated in Article II hereof in such manner, or to one or more organizations described in Section 501(c)(3) of the Internal Revenue Code of 1954 and any successor provision, as the Executive Committee of the Association shall determine.