CATALINA 28 INTERNATIONAL
    ASSOCIATION CONSTITUTION

    ARTICLE I
    NAME, FUNCTION, BURGEE

    Section 1:The name of this association shall be the "Catalina 28 International Association." The short title shall be ''C-28 National."
    Section 2:The association shall function as a non-profit organization of Catalina 28 yacht owners.
    Section 3:The association burgee shall be a standard single-tailed pennant with a medium blue background. A diamond shall be laid over the background: the top half of the diamond shall be a red background with a white letter "C" centered therein and tile lower half of the diamond shall be a white background with the numerals "28" centered therein. A white letter "N" shall lay over the pennant. Those who were members of the association prior to January 1, 1994 are considered Charter Members and may replace the white letter "N" with a gold letter "N". See Figure 1.

    Figure 1. Catalina 28 Association Burgee

    ARTICLE ll
    OBJECTIVES

    Section 1:To promote the enjoyment of sailing, cruising, and racing of Catalina 28 yachts.
    Section 2:To serve as a source of technical and historical information concerning Catalina 20 yachts.
    Section 3:To serve as a single point of contact to Catalina 28 owner associations for tile builder, Catalina Yachts, Incorporated.
    Section 4:To sanction and promote Catalina 28 one-design racing under uniform rules and regulations which will test the skills of the skipper and crew. to establish, and maintain Catalina 28 one-design standards and specifications in order to ensure Catalina 28 one-design competitions are between yachts identical in design and performance in all the essential areas as hull lines, weights, and sail plan.
    Section 5:To establish and promote appropriate coordination and liaison with various Catalina and Capri Yacht Associations and oilier yacht associations.
    Section 6:To coordinate cruising and social activities.

    ARTICLE III
    JURISDICTION

    Section 1:The Catalina 28 National Association has jurisdiction over all Catalina 28 class activities. The class Constitution and Bylaws shall be binding upon all Members and Fleets and shall govern all Catalina 28 one-design races regardless of their sponsorship.
    Section 2:All disputes concerning the interpretation of any item in this document shall be resolved by the Board of Directors of the Catalina 28 National Association. All such decisions are final.
    Section 3:The Board of Directors of the Catalina 28 National Association unilaterally reserves sole right to declare any sloop and/or Member who does not conform to the spirit as well as the letter of this constitution and its bylaws as ineligible to participate in Catalina Fleet Associations or Catalina 28 class activities.
    Section 4:The Catalina 28 National Association shall not be liable for any debt contracted by its officers, Fleet officers, or Members, other than those expenditures authorized by written order of the Commodore and the Treasurer.

    ARTICLE IV
    ORGANIZATION

    Section 1:The primary organization of the Catalina 28 National Association shall be through regional Fleet Associations. A Fleet is the territorial unit, as designated by the National Association, which is open to eligible persons within its defined area. A Fleet elects its own officers, which must include a minimum of three officers: Fleet Captain, Fleet Secretary, and a Fleet Treasurer. A Fleet is self-governing in all local matters which do not conflict with this Constitution, or its Bylaws. This includes accepting and/or rejecting application for Fleet Membership.
    Section 2:Eligible persons shall join the Catalina 28 National Association through a regional Fleet Association on whose waters he/she normally sails. Where no regional Fleet exists, and there are insufficient Catalina 28 yachts to form a Fleet, an eligible person may become an Unattached Member of the National Association by application directly to tile National Association Secretary. When there is a sufficient number of Catalina 28 yachts to form a regional Fleet, the National Association shall request in writing that Unattached Members in that area form a regional Fleet.
    Section 3:Each Fleet shall have one vote in the Board of Directors of the National Association through their duly elected Fleet Captain. All Unattached Members shall have a total of one vote in the Board of Directors of the National Association through the duly elected National Association Vice Commodore.

    ARTICLE V
    FLEET CHARTERS

    Section 1:Fleet Charters shall be granted, suspended, and revoked solely by the Board of Directors of the National Association.
    Section 2:Grants and suspension of Fleet Charters may be made only by a majority vote of tile Board of Directors of the National Association.
    Section 3:Revocations may be made only by a vote of two thirds (2/3) of the Board of Directors of the National Association and only for the reasons listed below:
      a. Failure to maintain a minimum of National Association Members in good standing and minimum quota of Catalina 28 yachts as defined in the Bylaws.

      b. Failure to file an annual report of Fleet Members and dues as defined in the Bylaws.

      c. Failure to comply with the letter and spirit of this Constitution and its Bylaws, knowingly or otherwise.

    Section 4:When there is no Fleet designated for an area, a new Fleet may be Chartered upon application to the Board of Directors by three or more Catalina 28 owners.
    Section 5:The Secretary shall notify in writing all Fleets and sponsors of Catalina 28 one-design events of the suspension of any Fleet. Suspended Fleets shall not sponsor nor participate as a Fleet in any Catalina 28 National or Fleet Association sanctioned events. Suspended Fleets Members shall be reinstated in the National Association only when they have met all requirements and conditions cited for the suspension.

    ARTICLE VI
    MEMBERSHIP

    Section 1:A Regular Member is an owner or co-owner of a certified Catalina 28 yacht which is registered in a Chartered Catalina 28 Fleet. Sole Owners and all co-owners shall have the privilege of holding National and Fleet office, and voting in all National and Fleet matters within the following constraints:
      a. Only one co-owner per boat shall be hold office in the National Association at any given time. Only one co-owner per boat shall be counted toward the minimum number of National Association Members required for a Fleet Charter.

      b. Only one vote per boat shall be allowed in any voting matter. For co-owned yachts, the application for Membership must identify all co-owners and certify one agreed-upon person who will exercise voting privileges for the yacht. Changes in the designation of which co-owner holds and exercises Regular Membership may be made at the time of annual Membership renewal or upon approval of written request made to the Fleet Executive Committee.

      c. Only one vote per Member shall be allowed in any voting matter, no matter how many yachts may be owned or co-owned by that Member.

      d. When a Member ceases to be a Catalina 28 owner or co-owner, his/her Membership privileges shall continue through the end of the calendar year. However, he/she may not skipper a Catalina 28 yacht in a one-design race during that period.

      e. A person may be a Regular Member of only one Fleet.

      f. A Catalina 28 yacht may be registered in only one Fleet.

    Section 2:An Unattached Member is a person meeting all qualifications for Regular Membership except that he/she does not normally sail within any Chartered Fleet territory. Unattached Members are entitled to all privileges of Regular Members except Fleet representation. Their interests are represented in the governing Board of the National Association by the Vice Commodore.
    Section 3:An Associate Member is a person who is a frequent or long-term Catalina 28 charterer and as such is not eligible for Regular Membership. Associate Members may not vote nor skipper a Catalina 28 in a sanctioned one-design race, but may participate in all other Fleet and National activities.
    Section 4: An Honorary Member is person who does not own or co-own a Catalina 28 yacht and has an active interest in the class and Fleet. An Honorary Member may not vote, nor hold National office, nor skipper a Catalina 28 in a National Association sanctioned event. Honorary Members are encouraged to attend general Membership meetings and shall receive all Association mailings. Honorary Members are admitted by simple majority vote of the Membership or by written approval from the Board of Directors.
    Section 5:A Member may be designated by the Board of Directors of the National Association as a Charter Member in recognition of his/her assistance and services in establishing the Association during its inauguration and is a Member in good standing on December 31, 1993. Charter Members may modify their National burgee by adding a one inch (1") red border to the longer sides.
    Section 6:Regular and Unattached Members in good standing shall be eligible to participate in any National Association-sanctioned activities, including racing, held by any Chartered Fleet. He/she shall conform to the local Fleet rules and regulations, and hold his/her current Association Membership Card. If racing, he/she shall present the yacht's official "Certification of Measurement and Registration" to demonstrate ownership and official measurement of the yacht to be raced.
    Section 7:Member in good standing means:
      a. All Fleet and/or National individual dues are current.

      b. The Member's home Fleet meets all requirements and its Charter is neither currently suspended nor revoked.

      c. For racing events, the Member's yacht has an official Certificate of Measurement, and no unapproved modifications have been made since the date of certification.

    Section 8:Suspension of Membership: A majority vote of the Board of Governors may suspend the Membership of any person who knowingly or unknowingly violates the letter or spirit of the Constitution or its Bylaws. That Member shall be notified by the Secretary of the suspension, citing the specific reasons for the action, and offered the opportunity to provide rebuttal within thirty (30) days. After consideration of any rebuttal, written notice of the Member's suspension of Membership shall be made by the Secretary to all Fleets and sponsors of Catalina 28 one-design sanctioned events. Suspended Members shall riot be allowed to participate in any Catalina 28 National or Fleet Association events. Suspension shall be lifted by the Board on receipt of proof of meeting the requirements and conditions cited for the suspension.
    Section 9: Revocation of Membership: A two-thirds majority vote of the Board of Governors may revoke the Membership of any person who knowingly or unknowingly violates the letter or spirit of the Constitution or its Bylaws. That Member shall be notified by the Secretary of the revocation of Membership, citing the specific reasons for the action, and offered the opportunity to provide rebuttal within thirty (30) days. After consideration of any rebuttal, written notice of the Member's Membership revocation shall be made by tile Secretary to all Fleets and sponsors of Association-sanctioned events. Persons whose Membership has been revoked shall not be allowed to participate in any Catalina 28 National or Fleet Association events, nor be a Member of any Fleet.
    Section 10:National Association Members in good standing of Fleets for which Charters have been suspended or revoked for failure to maintain the minimum National Membership or minimum quota of Catalina 28 yachts shall automatically be reclassified as Unattached Members until such time as there is a Chartered Fleet in their area.
    Section 11:National Association Members of Fleets for which Charters have been suspended or revoked for reasons other than in Section 6 shall have their,their National Membership automatically suspended until such time as their Fleet is reinstated or they apply in writing for Unattached Membership.

    ARTICLE VII
    BOARD OF DIRECTORS

    Section 1:The sole governing body of the Catalina 28 National Association is the National Board of Directors, Members of which serve for one year commencing December 1st. All Board Members shall be Members in good standing of the Catalina 28 National Association.
    Section 2:The Board of Directors shall be composed of the Executive Committee, the immediate past Commodore, and the Fleet Captains of Chartered Catalina 28 Fleets. The names of the Board Members shall be provided to each Fleet not later than two (2) weeks alter the Board meeting at which the Executive Committee is installed.
    Section 3:For the purposes of doing business, a quorum shall consist of one half (1/2) of the Members of the Board of Directors, and must include the Commodore or Vice Commodore.
    Section 4:The manufacturer may provide one representative to act as a technical advisor to the Board of Directors. The representative may attend Board meetings but shall not vote.
    Section 5:If not otherwise stipulated, the Board of Directors shall interpret the Constitution and its Bylaws; determine policy for the Association; and shall be the last court of appeal in disputes over interpretations of this Constitution and its Bylaws.
    Section 6:Except where specified otherwise for specific issues, all issues before the Board of Directors shall be decided by a simple majority vote of the Board Members present, provided that the total of the yes and no votes constitute a quorum.
    Section 7:The Board of Directors shall: sanction or ban Catalina 28 one-design races; grant, suspend, or revoke Fleet Charters; and suspend, revoke, and/or re-instate individual Members found in gross violation of the Association Constitution, its Bylaws, both in letter and in spirit. The Board has the authority to enforce its decisions by the suspension or revocation of the Charter of a Fleet. The Board's decisions and rulings shall be binding and final.

    ARTICLE VIII
    EXECUTIVE COMMITTEE

    Section 1:Day to day business of the Association shall be conducted by the Executive Committee, which is provided guidance by the Board of Directors.
    Section 2:The Executive Committee shall consist of the following Officers:
      a. Commodore: The Commodore is the Chief Executive Officer of the Association, and as such, shall: preside at all meetings of the Executive Committee; serve as Chairman of the Board of Directors; rule on procedures and jurisdiction; summarize decisions; appoint special committees; and authorize payment of bills.

      b. Vice Commodore: The Vice Commodore shall officiate in the absence of the Commodore. In addition, the Vice Commodore shall represent Unattached Members by casting a single vote in voting matters.

      c. Secretary: The Secretary shall: handle all Association correspondence except for that correspondence which concerns contracting for services and payment of bills; record minutes of all Executive Committee and Board of Director meetings; maintain accurate and current records of Member status, Fleets, and registered Catalina 28 yachts.

      d. Treasurer: The Treasurer shall: maintain all Association financial and security records; establish and maintain an annual budget; obtain and keep current a federal tax identification number for the Association; collect and post National Membership and Fleet dues; prepare and sign all correspondence requesting services; pay all bills (after approval by the Commodore).

      e. Chief Measurer: The Chief Measurer shall: be in charge of all Fleet Measurers; grant or reject all Measurement Certificates; issue duplicate Measurement Certificates; answer all questions from Fleet Measurers regarding Measurement Rules; interpret rules and regulations concerning construction, sail plan, rigging, equipment, and matters not specifically covered in official plans and specifications. All such Rulings shall be subject to the approval of the Board of Directors. The Chief Measurer shall not approve changes in construction, specifications, sail plan, or rigging.

    Section 3:The Executive Committee shall be elected and shall serve for one year beginning December 1st. Elections will normally be by mailed ballots unless a General or Special Membership Meeting will be held during October or November. Candidates for an office shall be considered nominated when a nomination letter signed by three (3) National Association Members is received by the National Secretary on or before October 1st. The National Secretary shall produce and mail ballots to all Members, not later than October 15th. Ballots postmarked no later than October 24th and received by the Secretary no later than October 31st shall be counted. The candidate receiving the greatest number of votes cast shall be considered elected. In the event of a tie for the most votes, subsequent votes (runoff) shall be held between the candidates for whom the vote was tied. If the election is held during a Membership Meeting, candidates shall be voted on separately by office by Members or their duly authorized proxies who are attending the meeting and mailed ballots shall not be used. The Board of Directors shall validate the Secretary's count and certify those elected. The outgoing Commodore shall notify each candidate of the outcome and the Secretary shall publish the results to all Members.
    Section 4:In the event that an office of the Executive Committee is vacated for any reason, the Board of Directors shall appoint a Member in good standing to fulfill the unexpired portion of the term with the exception that the Vice Commodore shall assume tile responsibility of the vacant office of Commodore.

    ARTICLE IX
    FINANCES

    Section 1:Members of the Catalina 28 National Association shall be assessed equally for funds required for mailing, balloting, postage, and normal organizational operations. Any large capital expenditures shall be approved by a vote of the Association Members with the recommendation of the Board of Directors.
    Section 2: National and Fleet Association dues shall be fixed in their respective Bylaws and shall be collected annually.

    ARTICLE X
    MEETINGS

    Section 1:General Membership Meetings: The Catalina 28 National Association shall hold at least one general Membership meeting each year. Notice of the time and place of a General Membership Meeting shall be mailed at least sixty (60) days prior to the meeting. When possible, the required annual meeting shall take place during the period of, and ill the vicinity of a National Championship Regatta (when held). One-half (1/2) of the National Association Members in good standing shall constitute a quorum. If a quorum exists at roll call, it shall exist throughout the meeting. If a quorum is not present, business may be conducted on the approval of two-thirds (2/3) of the Board of Governors present and two-thirds (2/3) of the Members in good standing who are present.
    Section 2:Special Membership Meetings: Special Membership Meetings for specified purposes must be held on the order of the Board of Directors or on special application by one-third (1/3) of the Members in good standing. Except in emergencies (approved by two-thirds (2/3)of the Board of Directors), Members in good standing shall be provided notification of special Membership meetings at least thirty (30) days in advance. The purpose(s) of the Special Membership Meeting shall be plainly stated on the notification to Members and no other business may be transacted at that meeting. Two thirds (2/3) of the Members of the Board of Directors shall constitute a quorum for Special Membership Meetings.
    Section 3:Meetings of the Board of Directors: The time and place of all meetings of the Board of Directors shall be set by a majority vote of the Board. Absent Board Members will be appraised of the next meeting in sufficient time to reasonably schedule their attendance.
    Section 4:Meetings of the Executive Committee: The time and place of all meetings of the Executive Committee shall be fixed solely by a majority vote of the Executive Committee. The Board of Directors shall be apprised of all Executive Committee meetings at least seven (7) days prior to their occurrence.

    ARTICLE XI
    VOTING

    Section 1:One vote per boat: For each Catalina 28 yacht, no more than one vote may be cast by the owner or co-owners. Further, a Regular or Unattached Member in good standing of the Catalina 28 National Association shall be; entitled to cast one and only one vote, no matter how many Catalina 28 yachts he/she may own or co-own.
    Section 2:Each Member shall be solely responsible for properly casting a ballot in person, by proxy, or by mail. Excepting proposed amendments to this Constitution, when no ballot or proxy statement is present at a meeting or in the possession of the Association, or the Member is not present at the meeting, that Member's vote shall be cast with tile majority view of the Board of Directors.
    Section 3:Proxy statements must physically on hand before the start of a meeting to be voted at that meeting. Fleet Captains, or an alternate certified by the Captain, shall attest and vote all proxy statements for Members of their respective Fleets. For Unattached Members, the Vice Commodore, or an alternate certified by the Vice Commodore, shall attest and vote all proxy statements.
    Section 4:For purposes of eligibility for voting only, Membership shall be closed:
      a. October 1st for elections of officers,

      b. upon mailing of the notification for Special Membership Meetings, and

      c. no later than forty-five (45) days prior to Regular Membership Meetings.

    Section 5:In all matters except the election of officers, the person presiding at any Membership Meeting shall cast a vote only in the event of a tie.

    ARTICLE XII
    REMOVAL FROM OFFICE

    Section 1:A Member of the Board of Directors or the Executive Committee shall be removed from office upon a three-quarter (3/4) majority vote at a Membership Meeting.
    Section 2:Membership in a Fleet may be revoked only by a two-thirds (2/3) vote of the Members of that Fleet.

    ARTICLE XIII
    IMPLEMENTATION AND AMENDMENTS

    Section 1:This Constitution can never be suspended, but may be amended at any meeting open to the general Membership by a two-thirds (2/3) majority vote.
    Section 2:The Bylaws of this Constitution can never be suspended, but may be amended at any meeting open to the general Membership by a majority vote.
    Section 3:Proposed amendments shall be submitted to the Association only by Fleet action or by the Board of Directors.
    Section 4:All proposed amendments to the Constitution or its Bylaws shall be made by mail or shall be included in the notice to Members of the meeting at which amendments will be considered. Failure to mail notices at least forty-five (45) days in advance of such meetings shall prohibit the amendment being considered.
    Section 5:This Constitution shall be considered ratified and implemented upon a two-thirds (2/3) vote of all owners of Catalina 28 yachts who cast a vote. A ballot shall be mailed to the last known address of all owners. The interim Secretary shall count only those ballots received no later than thirty (30) days after the last ballot was mailed.
    Section 6:The Bylaws of this Constitution shall be considered ratified and implemented upon a majority vote of all owners of Catalina 28 yachts who cast a vote. A ballot shall be mailed to the last known address of all owners. The interim Secretary shall count only those ballots received not later than thirty (30) days after the last ballot was mailed.
    Section 7: To provide continuity of leadership during the Association's establishment, Article VIII, Section 3 is superseded as follows: Ballots for the first Executive Committee shall be combined with the ballot for the Constitution. The terms of the first Executive Committee Members shall begin with the approval of the Constitution and shall be not less than eight (8) months nor more than eighteen (18) months, expiring on the November 30th which falls within that period.

    ARTICLE XIV
    ORDER OF BUSINESS

    Section 1:Meetings shall be conducted in accordance with Robert's Rules of Order.
    Section 2:Regular Membership Meetings and Board of Directors Meetings:
      Call to order
      Roll call
      Minutes of last meeting
      Reports of Officers
      Action on Fleet Charters
      Action on Rulings of the Board of Directors
      Unfinished business
      New business
      Adjournment
    Section 3:Special Membership Meetings:
      Call to order
      Roll call
      Action on published purpose(s) of meeting
      Adjournment

    Catalina 28 International Association Constitution August 18, 1993


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