FRIENDSHIP SLOOP SOCIETY, INC.
ARTICLE I. NAME
The name of this Corporation shall be the Friendship Sloop Society
ARTICLE II. PURPOSE
The purpose of this Society shall be to encourage the building and sailing of Friendship Sloops, to provide a medium for owners and friends to meet and enjoy each other around a common interest, and to promote the history and traditions of the Friendship Sloop.
To sponsor and conduct races between original and reproduction Friendship Sloops.
To establish standards of rig and design for reproduction of authentic Friendship Sloops.
To trace existing sloops to place of origin and original builder.
To engage in non-profit activities related to the Society's purpose including the conduct of public functions in connection with such races, and any other business properly within the scope of a sailing association devoted to the recreational aspects of such activities.
To make gifts to the Pendleton Memorial Scholarship Fund and/or to the Friendship Museum, Inc., or to such other organizations as enumerated in subsections (a) and (b) of Section G, 3 of this Article.
To assure that:
1. All net income, earnings and receipts of the Corporation shall be devoted exclusively to its recreational and other non-profit purposes as above set forth, and no part of the same shall inure to the benefit of any individual member or members by virtue of his or her membership in the Corporation.
2. No part of the corporate activities shall be the carrying on of propaganda or otherwise attempting to influence legislation and the Corporation shall not in any way engage in any partisan political activity, nor participate or intervene in any political campaign on behalf of any candidate for public office, including publishing or distributing statements.
3. In the event of dissolution of the Corporation, the assets remaining after satisfaction of all claims against the Corporation shall be paid over as follows:
(a) to any charitable or benevolent association or corporation having a tax exempt status under Section 501 of the Internal Revenue Code of 1954 or similar section of any subsequent statute, as directed by the members of the Society at an annual meeting or a special meeting called for this purpose.- or
(b) in accordance with the cy pres doctrine of the State of Maine, to an organization having purposes compatible with and similar to the Friendship Sloop Society, a non-profit corporation organized under the laws of Maine which organization qualifies for tax exempt status under Section 501(C)3 of the Internal Revenue Code of 1954 or similar section of any subsequent statute.
ARTICLE III. OFFICERS
The Officers of the Friendship Sloop Society shall be a Commodore, Vice Commodore, Secretary and Treasurer who shall be members in good standing at the time of their election and during their term of office and shall hold office until election of a successor. All officers will be nominated by the Nominating Committee and elected by the membership at an annual meeting.
ARTICLE IV. DUTIES OF OFFICERS
Section A. Commodore
The Commodore shall command the Society, enforce the rules and regulations and preside at all meetings of the organization. The Commodore will serve for a term of two years.
Section B. Vice Commodore
The Vice Commodore shall assist the Commodore in the discharge of his duties and officiate in his absence.
Section C. Secretary
The Secretary shall :
1. Keep all minutes of the Friendship Sloop Society in a book provided for the purpose and shall have custody of all reports and documents related to the proceedings of the Society.
2. Keep a current record of all members together with the dates of their admission.
3. Provide membership application sheets and sloop measurement sheets approved by the Executive Committee for answering inquiries and for Membership Committee use.
4. Submit bills for membership dues and other approved fees to members and notify all members whose dues are in arrears.
5. Transfer all receipts to the Treasurer.
6. Conduct the correspondence of the Society; issue written notice of all meetings and the annual regatta to members in good standing: and, in the case of special meetings, state the business to be discussed. Relay requests for membership to the Membership Committee.
7. Notify members when nominated as candidates for elected or appointed office.
8. Maintain a list of Standing Committees, written descriptions of the committees' duties and the names of the current Chairmen. Provide all Standing Committee Chairmen with copies of the duties of their committees.
9. Submit a written report to the annual meeting.
Sect ion D. Treasurer
The Treasurer shall:
1. Receive all funds of the Friendship Sloop Society, such monies to be deposited in the name of the Friendship Sloop Society, Inc. in a bank or trust company approved by the Executive Committee.
2. Pay all bills contracted by the Society or its authorized representatives, properly approved by the Executive Committee; handle the Society's insurance.
3. Keep an accurate account of money received and disbursed in a book provided for the purpose.
4. Maintain a list of all physical assets.
5. Present at each Executive Committee meeting a report of money received and expended, from what sources and for what purposes.
6. Submit in writing at the annual meeting, a detailed report of receipts, expenditures, assets and liabilities.
ARTICLE V. EXECUTIVE COMMITTEE
There shall be an Executive Committee consisting of the officers, the Chairmen of the Standing; Committees and the immediate Past Commodore. The Commodore will serve as Chairman. Each member will have one vote.
Four members shall constitute a quorum. There shall be a minimum of two meetings a year, the time and place to be determined by the Commodore.
The Executive Committee shall:
1. Have control of all the property of the Society, approve all appropriations of its funds and prepare an annual budget for the Society. The signature of at least one additional member of the Executive Committee in addition to the signature of the Treasurer shall be necessary for approval of all contracts.
2. Constitute a board of auditors and audit the accounts of the Secretary, Treasurer and standing committees, and review all programs and publications of the Society.
3. Keep minutes of its proceedings, and at the annual meeting submit a detailed report in writing of the year's activities.
4. Propose to the annual meeting that a specified officer or committee chairman be given a lifetime honorary status in his or her office for unusual service to the Society. If so honored by the annual meeting, such person may serve in that honorary capacity on the Executive Committee.
5. Establish Standing Committees with written descriptions of Committee duties, discontinue any committees, except for the Board of Directors Standing Committee, that are no longer deemed necessary. Appoint Standing Committee Chairmen.
ARTICLE VI. STANDING COMMITTEES
Section A. Board of Directors
1. The Board of Directors shall consist all ex-Presidents and ex-Commodores of the Friendship Sloop Society.
2. The Board will serve in an advisory capacity to the Executive Committee.
3. The Board will meet on no regularly scheduled basis, have no quorum, but report to the Executive Committee and the membership any matters of concern.
Section B. Other Standing Committees
1. Other Standing Committees appointed by the Executive Committee will carry out their duties as defined in the listing of Standing Committees maintained by the Secretary, and will report regularly to the Executive Committee.
ARTICLE VII. ELECTIONS
Section A. Elected Offices
The following offices shall be elective: Commodore, Vice Commodore, Secretary, and Treasurer.
Section B. Elections
Elections shall be held at the annual meeting. The candidate receiving the largest number of votes for each office shall be considered elected and shall hold office until the adjournment of the next annual meeting or until his or her successor takes office.
If any of the elected officers fails to perform his or her specific duties, or is unable to do so by reason of health or withdrawal , a successor shall be appointed by the Executive Committee for the unexpired term.
ARTICLE VIII. BURGEE
The burgee of the Society shall be a pennant with the fly one and one-half times the hoist, consisting of a black leaf design on a white field with a red border. It may be flown with the first leaf nearest the fly pointing either up or down. The original burgee design will be maintained on file with the Secretary. Any reproduction of the design shall follow exactly the original, with enlargements reductions permitted.
ARTICLE IX. MEETINGS
Section A. Annual Meeting
There shall be a minimum of one meeting of the membership each year, the time and place to be determined by the Executive Committee.
Section B. Special Meetings
Special meetings may be called by the Commodore when considered necessary, and they shall be called at any time at the request of ten members in writing, at which time no business shall be transacted except that called for in the call for the meeting.
Section C. Quorum
A quorum shall be attendance in person or by written proxy of ten full members.
Section D. Voting
Each full and honorary member or his or her proxy shall have one vote at all meetings. Co-operative membership does not convey voting privileges.
ARTICLE X. MEMBERSHIP AND DUES
Section A. Membership Classifications
There shall be three classifications of membership:
1. Full -- Families, individuals or organizations with a strong and continuing interest in Friendship Sloops. Sloop ownership is not a requirement for Full Membership. Full voting privileges apply to both spouses of a family, to an individual and to one representative of an organization.
2. Co-operative -- Organizations or individuals who wish to be associated with the Society, have demonstrated continuing interest in Friendship Sloops and requested to be included on the mailing list. This membership does not include voting privileges.
3. Honorary -- Persons the Society may wish to honor at any time. Honorary members shall be elected at any annual meeting after recommendation by the Executive Committee, but two negative votes will be cause for failure to elect. Honorary members shall be exempt from paying dues and assessments. Honorary members have full voting privileges.
Section B. Dues, Fees and Assessments
1. The Executive Committee will determine the dues, fees and assessments necessary for the maintenance of the Society and recommend them for approval by the membership at the annual meeting.
2. Dues are due and payable upon receipt of the annual dues bill unless a written resignation is filed with the Secretary prior to the billing date. Any membership not paid in full by June I of the current fiscal year shall be considered in arrears.
3. No member in arrears for dues or other indebtedness to the Society shall be eligible to hold office, be entitled to vote, or be eligible to enter any race.
ARTICLE XI. AMENDMENTS
The Constitution may be amended at any regular meeting by a majority vote of the members present, provided notice of the proposed amendments has been given in writing to the members two weeks in advance of the meeting.
Original Constitution adopted at the Annual Meeting, December 8, 1962. Suffield, Connecticut
Article II Objects - Section F, Other Charitable Gifts
Article III Officers - Section A. Membership Chairman
Article III Officers - Section D, Honorary Officers
Article IV Duties of Officers - Section F, Membership Duties
Article VI Standing Committees - Section C 3, Classes of Sloops
Article VI Standing Committees - Section F, Board of Directors
Reprinted June 4, 1981
Reprinted December 15, 1985, Jeanne Warmath
Revised and reprinted January 6, 1994, W. M. Rand, Jr.