Constitution

TITLE

The full title of the Association shall be "The Contessa 32 Class Association".

OBJECTS

The objects of the Association shall be:

1. To promote Contessa 32 Class racing, rallying, cruising and social activities throughout the UK and abroad in such manner as encourages the active participation of existing Contessa 32 owners and the attraction of new persons into the Class and the preservation of the value of Contessa 32 yachts.
2. To maintain the restricted design integrity of the Contessa 32 Class yacht with a view to ensuring the long term continuity of level racing in the Class.
3. To provide the type of racing that accords with the wishes of the majority of The Association in an integrated programme of inshore and offshore races.
4. To ensure that the quality of racing is of the highest standard possible in accordance with the practices and rules of the Class, the RYA and the IYRU, whilst at the same time fostering and encouraging the very friendly atmosphere which is so much part of the enjoyment of Contessa 32 Class Racing.
5. To keep a register of members of The Association.
6. To keep members informed of developments within the Contessa 32 Class.
7. To encourage the continued building of Contessa 32 Class Yachts

DEFINITIONS

Throughout the Constitution the following definitions will be used:

1. "The Association" shall mean The Contessa 32 Class Association.
2. "The Association Register" shall mean the register of Contessa 32 yachts with the Registered Numbers and the names and addresses of their owners kept by the Membership Secretary.
3. "The Racing Rules" shall mean the rules governing race management, yacht and sail specifications, safety equipment and regulations.
4. "The Class" shall mean the class of sailing yacht designed by David Sadler and made in accordance with his drawings and specifications and the Measurement Rules and known under the name "Contessa 32".
5. "A Contessa 32" shall mean a sailing yacht falling under the definition of the Class.
6. "The Committee" shall mean the Committee of the Association.
7. "Fleet' shall mean 3 or more Contessa 32s located sufficiently near to each other to permit regular racing or rallying and "Region" shall mean an area in which racing is organised for the Fleets located therein.
8. "The Measurement Rules" shall mean the rules relating to the construction, measurement and racing of each Contessa 32 as a recognised yacht within the Class for racing purposes.
9. "Owner" and "Joint Owner" shall mean any person or persons, corporation or association being the owner or joint owner of a Contessa 32
10. "The Registered Number" shall mean the sail number of each Contessa 32.

OFFICERS OF THE ASSOCIATION

The officers of the Association shall be:

1. Class Captain. The Class Captain shall preside over meetings of the Committee and meetings of members of the Association and shall represent the Association at rallies, regattas, races, functions, events and other official occasions.
2. Vice Captain (maximum of two). A Vice Captain shall stand in for the Class Captain on appropriate occasions when the Class Captain is not present.
3. Secretary. The Secretary shall keep correct minutes and records of all Committee and general meetings and shall be responsible for communicating the decisions of the Committee and general meetings to members of the Association. Any Association business shall be circulated through the Secretary.
4. Treasurer and Membership Secretary. The Treasurer shall have charge of the funds of the Association and shall make such disbursements as the Committee shall direct and shall keep accurate record of the financial affairs and membership of the Association and present the Accounts of the Association at each Annual General Meeting and shall make arrangements for the collection of subscriptions from members and shall maintain the Association Register.
5. Official Measurer. The Official Measurer shall be responsible for the co-ordination and the arrangements for the measuring of Contessa 32s as appropriate.
6. Sailing Secretary. The Sailing Secretary shall have the responsibility in accordance with the directions of the Committee for the organisation and coordination of the sailing and racing activities of the Association in accordance with the Class Rules and the Racing Rules.
7. Each Officer of the Association shall be elected to serve as an officer for a maximum term of 2 years and at the end of such period shall retire but shall be eligible for re-election.

MANAGEMENT

The affairs of the Association shall be managed by the Committee.

1. The Committee shall consist of:
   * the Officers of the Association, and not fewer than 3 and not more than 7 members of the Association elected annually at the Annual General Meeting and
   * Any additional members of the Association appointed at the discretion of the Committee.
2. Each Region with 3 or more Fleets shall be entitled to representation on the Committee.
3. The Committee shall be the only body empowered to make changes to the Measurement Rules.
4. The Committee shall have powers to co-opt any person to assist it whether a full member of the Association or not but such person shall have no vote in Committee.
5. No member shall serve on the Committee other than as an ex officio member for more than 2 consecutive years at the end of which period he shall retire but shall be eligible for re-election and may be co-opted.
6. The Committee may but need not fill a vacancy arising in the Committee unless the total number of Committee members has dropped below the minimum of 3 Committee members and any member appointed to fill a vacancy shall remain in office until the expiry of the term of office of the person whose position they have filled.
7. At meetings of the Committee one-third of the elected members shall form a quorum.
8. At least one week's notice of the date place and agenda for any Committee meeting must be given in writing by the Secretary to each Committee member. Any business conducted by correspondence shall always be circulated through the Secretary.
9. Subject to the provisions of this Constitution and the Class Rules the Committee shall be empowered to perform all functions of management and administration.
10. The funds of the Association shall be kept by the Treasurer under the supervision of and in such place and manner as shall be determined by Committee. The Committee shall have power to expend Association funds in such manner as they think fit in accordance with the Constitution.
11. The Committee shall be empowered to open close and operate such bank account or accounts as they shall think fit, and to nominate authorised signatories for any such account and to specify the monetary limits for any cheque signed by any authorised signatory or signatories whether requiring single or multiple signatures.
12. All property of the Association shall be vested in the Class Captain and the Treasurer for the time being as trustees for the Association.
13. Meetings of the Committee shall be held at least twice yearly. Additional meetings of the Committee may be convened by any 2 officers or any 3 Committee members not being officers.

MEETINGS OF THE ASSOCIATION

1. The Annual General Meeting of the Association shall be held annually at such date as the Committee determines. The precise date and time and place shail be at the Committee's discretion save that not longer than 15 months shall elapse since the date of the last meeting. The business at such meeting shall be the election of the Officers and the members of the Committee, the approval of the accounts and any other business of which notice shall have been given to the Secretary within 2 weeks of the meeting.
2. A Special General Meeting shall be called by the Class Captain or the Secretary upon request by not fewer than 9 members of the Association.
3. At least 3 weeks written notice shall be given to members of any General Meeting stating the purpose for which it is required, and the time and place where it will be held.
4. At any General Meeting or Committee Meeting decisions shall be limited to matters on the agenda and shall be carried by a simple majority vote.
5. At any meeting the Class Captain shall have a casting vote in case of equality of votes.
6. At any meeting (unless a poll is demanded by 10 members) a declaration by the Class Captain that a resolution has been carried or lost shall be conclusive. If a poll be demanded it shall be taken in such manner and in such time and place as the Class Captain shall direct.
7. At any General Meeting of the Association 11 members present in person or by proxy shali form a quorum.
8. The Secretary shall be responsible for circulating all members or in the case of Committee meetings all Committee members with the result of any voting.

ACCOUNTS

1. The Committee shall cause true accounts to be held giving full particulars of:
   *all monies assets and liabilities of the Association.
   *all monies received and expended by the Association and the reasons for such receipts and expenditure.
   *all sales and purchases by the Association.
2. The Committee shall cause the annual records of the Association, duly audited, to be prepared and presented at every Annual General Meeting of the Association.
3. A copy of the accounts duly audited shall be prepared for presentation at the Annual General Meeting for the approval of members.

MEMBERSHIP

1. There are two classes of membership:
   * Ordinary membership
   * Honorary membership
2. Ordinary membership shall be upon payment of the prescribed annual subscription and be open to any person.
3. Honorary membership shall be awarded to any person who is proposed by the Committee and is elected by members at any General Meeting.
4. Members shall be bound by the Association Rules.
5. Each Contessa 32 boat owner or any one of any number of co-owners shall be entitled to one vote at a general meeting of the Association or in a postal ballot. Honorary members shall be entitled to attend and speak at any general meeting but not to vote.

SUBSCRIPTIONS

1. Subscriptions payable for membership of the Association shall be payable in advance annually and shall become due on lst January of each year. A member joining the Association after 1 October whose subscription has been paid for that year shall not be liable to pay subscription for the ensuing calendar year.
2. The annual subscription for full members shall be as agreed at the Annual General Meeting.
3. Any member whose subscription has not been paid within 2 months of the due date may be removed from the list of members of the Association by the Committee. The member's name may be restored to the Association Register at the discretion of the Committee on payment of any subscriptions due.

ASSOCIATION RULES AND CONSTITUTION

1. The Association rules as at the date of adoption of this Constitution are as set out in The Racing Rules in the Class handbook.
2. The Racing Rules and any of the provisions of this constitution may be varied at the Annual General Meeting of the Association subject to a simple majority vote in accordance with Clause 6d above subject to any proposed variations being circulated to members within 3 weeks of the Annual General Meeting.

PROTECTION OF THE CONTESSA 32 CLASS

The Association shall maintain the character of the Class and members shall be encouraged to report to the Committee any matter which may appear to violate or threaten the spirit of the Class and the Measurement Rules.