Article I – Association Name
- 1.1 The name of the Association is: J/105 Fleet #1 (“Fleet”).
Article II – Purpose of the Association
- 2.1 The Fleet and its members are governed by these Articles, the J/105 Class Constitution (“Class Constitution”) and the J/105 Class Association Rules (“Class Rules”).
Article III – Changes to the Class Rules
- 3.1 Add to the end of the second sentence of Class Rule 3.4: “who, because of a legitimate extenuating circumstance that causes the yacht’s primary Owner/Driver to be unavailable (e.g., an unavoidable personal or business commitment), is driving with the advance permission of the Fleet Executive Committee, whose permission shall be sought with reasonable advanced notice. If an Owner of the yacht is on board, a long term shipmate may not be a Driver. For purposes of this rule a member of the immediate family is a child, parent, spouse, or sibling of the yacht’s Owner.
- 3.2 Add to the end of Class Rule 3.4:
“A yacht shall have only one Driver for each race, except that for any race other than a Level A race and for any Level A race greater than 25 nautical miles in length, additional drivers, including any crew member, are permitted to steer the boat; however, the intent and spirit of this rule is that a Driver (as defined in this rule) shall be the principal driver and shall steer the boat the majority of the time.”
- 3.3 Add to Class Rule 3.6 Level B races: “There shall be no crew weight limit.”
- 3.4 Class Rule 6.3 is replaced with:
“Sails used while racing an event shall be limited to two mainsails (one of which must be two years old or more based on the Class sail tag), two jibs, and two spinnakers. Only one mainsail may be carried aboard at one time.”
- 3.5 Add to Class Rule 3.11.2:
“The Academy owning the boat shall also be an Active Fleet Member.”
- 3.6 Upon the request of the class officer or competitor made before, after, or during a regatta, the skipper of each boat shall produce a signed declaration listing all crew members by name and weight and sailors classification as defined by World Sailing (previous name: ISAF).
Article IV – Membership and Crew
- 4.1 An “Active Fleet Member” shall be an Owner who complies with the rules proscribed in these Articles, the Class Rules and whose annual dues for both the Fleet and the Class have been paid. An “Associate Fleet Member” is a family member, crew or other individual supporting the Fleet with annual dues.
- 4.2 If a J/105 that is berthed or usually stored within 60 miles of San Francisco Bay competes in a Season Championship event, all of its Owners shall be Active Fleet Members. Season Championship events shall be those events indicated as such on the Fleet web site.
- 4.3 If a J/105 is owned by more than one Owner, the Owners shall prove ownership to the satisfaction of the Fleet Executive Committee (EXCOM) by providing any related documents including, but not limited to, a DMV Title or Certificate of Documentation; a partnership agreement; a written and signed contract stating percentages of ownership and ongoing financial contribution.
- 4.4 A proposal for the forthcoming year’s annual Fleet dues for each membership class shall be prepared by the Fleet Captain and Treasurer based on the projected Fleet expenses for the ensuing year. Such proposal shall be adopted by a majority vote of the Active Fleet Members at the Annual Meeting.
- 4.5 In the event that there are two or more Owners of a boat, the annual dues for the first owner shall be as provided for above and for each subsequent owner the annual dues shall be determined at the AGM.
Article V – Officers of the Association
- 5.1 The officers of the association shall be:
- Fleet Captain
- Race/Competition Chair
- 5.2 Each officer shall be elected at the Annual Meeting for a term of approximately one year (with the exception of the Secretary, Treasurer and Measurer whose terms shall be approximately two years). Each shall immediately take and hold office until a successor is elected.
- 5.3 The Fleet Captain shall be an Active Fleet Member in good standing. The other officers may be either Active Fleet Members or Associate Fleet Members.
- 5.4 The Fleet Captain is the chief executive officer of the Association and presides at meetings, rules on procedures, appoints special committees, and represents the Fleet at J/105 Class related meetings and activities.
- 5.5 The Secretary is responsible for the sending of notices of annual and special meetings; for preparing minutes of each meeting; distributing copies to Fleet members; for maintaining the minute book.
- 5.6 The Treasurer is responsible for maintaining a bank account and the financial records of the Association; for ensuring that all Fleet members’ dues payments are current; for maintaining a current and accurate roster of members with their mailing addresses, phone numbers, and other relevant data.
- 5.7 The Race/Competition Chair is responsible for overseeing racing, scoring and rule issues, including implementation of rules and tactics seminars. The Race/Competition Chair shall also interface with sponsoring yacht clubs to ensure fair competition within Class Rules.
- 5.8 The Measurer determines whether the yacht of each Owner conforms to these Articles, J/105 Class Rules, and Technical Committee Rulings and makes such certification to that effect as may be required. With the prior approval of the Fleet Captain, the Measurer may engage a professional on a fee basis to perform the required measurements or may accept the measurements of a US Sailing Association approved measurer. A measurer shall not measure his own boat or sails without confirmation by another Active Fleet Member.
- 5.9 An officer may delegate his duties and/or responsibilities as prescribed in these Articles in whole or in part to another EXCOM member on an interim basis.
- 5.10 In the event a vacancy occurs in the Fleet Captain position, the Executive Committee shall appoint a new Fleet Captain for the unexpired term. In the event of a vacancy in any other position, the Fleet Captain shall appoint a replacement to the vacated office for the remaining unexpired term.
Article VI – Executive Committee (EXCOM)
- 6.1 The EXCOM shall consist of all officers (Fleet Captain, Secretary, Treasurer, Measurer and Race/Competition Chair) and at least two active members-at-large, and the immediate past Fleet Captain.
- 6.2 The EXCOM shall assist the Fleet Captain in interpreting the letter, spirit and intent of these Articles and shall meet at the call of the Fleet Captain or any member of the Executive Committee.
- 6.3 The EXCOM shall also serve as a Nominating Committee and shall nominate the Fleet officers for election at the Annual Meeting. No member of the Nominating Committee shall take part in any vote in which he or she is being considered for office. In addition to the nominees selected by the Nominating Committee, other persons may be nominated as prescribed in Article VI.
- 6.4 Fleet Officers: The current and immediate past fleet captains shall nominate a candidate for the next year’s Fleet Captain to the EXCOM for approval. Once approved by the EXCOM and accepted by the nominee, the EXCOM nominee for Fleet Captain shall submit the nominees for Race and Competition Chair, Secretary, Treasurer and Fleet Measurer for approval by the EXCOM. Once approved, this EXCOM slate of Fleet officers is noticed to the Fleet membership in the notice of annual meeting. At the annual meeting, the membership votes to approve the EXCOM nominated slate of Fleet officers or not. If less than 50% of the voting members approve the EXCOM nominated slate of Fleet Officers, the nominations are opened up to floor submissions and shall require a simple majority vote to elect each officer.
- 6.5 At Large EXCOM Members: The EXCOM nominated Fleet Captain shall submit 2 candidates for at large EXCOM positions for approval by the EXCOM. Once approved, those 2 at large nominees will be listed in the notice of annual meeting. Fleet membership may submit additional nominees for the at large EXCOM positions at any time prior to the election by notifying the Fleet Secretary.
- 6.6 In the event a Fleet Captain is elected for consecutive terms, the position of Past Fleet Captain shall be nominated by the Fleet Captain, approved by the incoming EXCOM and shall preferably be a Past Fleet Captain who is currently active in the Fleet or other Fleet member.
Article VII – Meetings
- 7.1 The Fleet shall meet at least once annually at the Annual General Meeting (“Annual Meeting”) with such meeting to be held at a convenient time following the conclusion of the last race counting for the Fleet Season Championship. The Fleet Officers for the ensuing year, and any additional Active Fleet Members needed to serve on the EXCOM as prescribed in Article 5.1, shall be elected at the Annual Meeting. Any person wishing to serve or nominate another member to serve as an officer of the Fleet may make such nomination by advising the Secretary prior to the mailing of Notice of Annual Meeting or by notifying the Secretary at any time prior to the election vote in the event such Notice has already been mailed. Notice of any meeting shall be given at least 15 days prior to the date of the meeting, which shall set forth the agenda of matters to be considered at the meeting and provide proxy forms for Active Fleet Members unable to attend the meeting. The Notice shall also provide the names of Fleet members placed in nomination for election as officers.
- 7.2 A special meeting may be called by either the Fleet Captain or by 40% or more of Active Fleet Members, upon at least 15 days prior written notice.
- 7.3 Notice for any regular or special meeting may be given by U.S. mail, electronic mail (E- mail), facsimile (fax) or hand delivery of written notice.
Article VIII – Voting
- 8.1 Fifty percent of the number of Members who raced in any Fleet 1 Championship or B Season race in the current year, plus one, represented in person or by written, faxed or emailed proxy, shall constitute a quorum for conducting the Fleet’s business. In the case of joint ownership, only one Active Member, in the case of two or more, shall count in determining a Quorum.
- 8.2 Each Active Fleet Member in good standing is entitled to one vote, which may be cast in person or by written, faxed or emailed proxy.
- 8.3 In the case of joint ownership, only one vote is permitted per boat. The vote of the majority of Active Fleet Members present or represented by proxy at a meeting shall prevail.
- 8.4 Active Fleet Members may vote via electronic ballot or proxy as provided by the Fleet Website, provided that the procedure includes E-mail verification of voting and the E- mail or Website voting is certified by at least two (2) members of the EXCOM and the Webmaster.
Article IX – Season Championship Series
- 9.1 The Season Championship events shall be scored by the member of the Fleet EXCOM designated as the Fleet Scorer.
- 9.2 The Season Championship event schedule and number of throw-out races shall be voted upon and approved by a majority at the prior year’s Annual General Meeting (AGM).
- 9.3 For the purpose of the Season Championship scoring results published by the organizing authority for each event will count all races.
- 9.4 The score for a boat that does not enter a Season Championship event shall be the number of entries in that event plus one.
Article X – Amendment of Articles of Association
- 10.1 An Active Fleet Member may propose an amendment to these Articles by submitting (via mail, fax or email) a written draft to the Fleet Captain.
- 10.2 The Secretary shall notify each Fleet member by mailing, faxing or emailing a copy to each Fleet member not less than ten days prior to the Meeting at which the proposed amendment will be considered.
- 10.3 Amendments may only be considered at the Annual Meeting or at a special meeting.
- 10.4 To be adopted, a proposed amendment must receive the affirmative vote of a majority of the quorum present or represented by proxy at the meeting.
Article XI – Enforcement of Articles
- 11.1 The EXCOM shall determine if there has been any violation of these Articles. A majority shall prevail.
Article XII – No Liability; Indemnity
- 12.1 To the maximum extent permitted by law, no member of the Association shall have any liability whatsoever for any activities or obligations of the Association.
- 12.2 To the maximum extent permitted by law, no officer or member of the Executive Committee of the Association shall have any liability to the Association or any of its members or any other person or entity for acts of omission of such officer or member, other than acts or omissions involving intentional misconduct or a knowing violation of the law.
- 12.3 To the maximum extent permitted by law, the Association shall indemnify and hold harmless each officer or member of the Executive Committee of the Association from and against any liability to any person or entity arising from acts or omissions of such officer or member in connection with the activities of the Association and all legal fees and expenses incurred in connection therewith, provided that the foregoing shall not apply to acts or omissions involving intentional or a knowing violation of law.
- 12.4 The officers of the Association are hereby expressly authorized to condition participation in membership by any boat in any Fleet Race on each owner or partial owner of such boat signing a statement substantially to the following effect: “I agree, and confirm that each member of my crew has agreed, that no person in any way or fashion involved in the sailing or racing of my boat, including without limitation the J/105 Class Association, Fleet or any of its members or officers, shall have any liability or in any way be responsible for or subject to any claim for any damage or harm that I or such crew member may incur in connection with sailing or racing my boat. I further agree to indemnify and hold harmless each officer and member of the J/105 Class Association, Fleet #1 from and against any claim or liability in connection with such sailing or racing and all legal fees and expenses incurred in connection therewith. The foregoing waiver of liability and indemnification agreement shall be binding on my heirs, successors and legal representatives, but shall not apply to acts or omissions of a person involving intentional misconduct or knowing violation of law.”
J/105 Fleet #1 Articles of Association
Amended and effective: 12/21/16
Fleet Captain: Don Wieneke
Rules Committee: Pat Benedict, Adam Spiegel and Don Wieneke
J/105 Fleet #1 Rules / Articles of Association