SECTION 1 – This club shall be known as the Off Soundings Club, Inc. The seal shall consist of two concentric circles, the outside circle being 1 and 3/4” in diameter and the inside circle being 1 and 1/4” in diameter, and this proportion shall be adhered to in any reduction or enlargement of the club seal. Between the two circles, and in the upper part, shall be the words “Off Soundings Club, Inc.” and in the lower part, the words “Organized 1933”. In the center there shall be a reproduction of the club burgee.

SECTION 1 – The object of this club shall be to promote good fellowship among persons actively interested in sailing.

SECTION 1 -The burgee of the club is to be a pointed flag. The length to be one and one half the hoist. The device shall be three conventional cresting seas, the bottom half of the flag and the cresting seas being blue and the upper half and the trough of the seas white. The irregular line dividing the blue and the white representing the cresting seas shall start from a point at the hoist that is 1/16 the height of the hoist below the center of the hoist and end at the point of the flag. An exact reproduction of this line should be followed as illustrated by a reproduction of the original drawing which is shown on the cover.

SECTION 1 – The Officers shall be a Commodore, Vice Commodore, Rear Commodore, Clerk, Secretary, Race Secretary, Race Committee Chairman, Treasurer, Measurer and Historian. The Clerk shall be a resident of the Commonwealth of Massachusetts.

SECTION 1 – It shall be the duty of the Commodore to command the squadron, enforce the laws and regulations of the club and to preside at all meetings of the club.

SECTION 2 – It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of the Commodore’s duties and to officiate in the Commodore’s absence.

SECTION 3 – It shall be the duty of the Rear Commodore to assist the Commodore and Vice Commodore in the discharge of their duties and to officiate in their absence.

SECTION 4 – It shall be the duty of the Clerk to keep the Corporate Papers current and on file.

SECTION 5 – It shall be the duty of the Secretary to keep the minutes of the meetings of the club and the Board of Governors in books provided for that purpose and to have custody of those books. The Secretary shall have custody of all reports and documents connected with the proceedings of the club. It shall be the Secretary’s duty to keep a correct roll of members, together with the dates of their election, to give notice of meetings of the club, and in the case of special meetings, to state the business intended.

SECTION 6 – It shall be the duty of the Race Secretary to prepare all race notices and to furnish to the Race Committee all information which that Committee may require for the proper conduct of our races.

SECTION 7 – It shall be the duty of the Race Committee Chairman to appoint as many members to this Committee as the chairman deems advisable for the proper conduct of our races. Members of the Race Committee need not be members of the Off Soundings Club. This Committee shall provide suitable starting and finishing lines and shall supervise starts and finishes of each race. It shall determine the results of each race as promptly as possible after its completion and immediately turn such information over to the presiding officer present.

SECTION 8 – It shall be the duty of the Treasurer to have charge of the funds of the club and to keep a correct account of all money received and paid out in books provided for that purpose, and under the direction of the Commodore and the Board of Governors to disburse the funds, to present to the Annual Meeting, and whenever so requested by the Board of Governors, a detailed account showing the financial position of the club and file the same with vouchers with the Secretary.

SECTION 9 – It shall be the duty of the Measurer to determine proper rating of each yacht from measurements, as requested, to be provided by the owner.

SECTION 10 – It shall be the duty of the Historian to keep the historical records of the club on file in a safe repository.

SECTION 1 -There shall be a Board of Governors which shall meet at least twice a year and shall consist of the Commodore, Vice Commodore, Rear Commodore, Clerk, Secretary, Race Secretary, Race Committee Chairman, Treasurer, Measurer and five other members. The Commodore will be chairman of the Board of Governors.

SECTION 1 – Five members shall constitute a quorum.

SECTION 2 -They shall conduct the affairs of the club and make such rules as they deem proper and fix penalties for offenses against the rules. They shall approve all appropriations of the funds of the club.

SECTION 3 – They shall have the power to suspend or expel any member for violation of the Constitution or By-Laws or for conduct which they deem improper or prejudicial to the club, but no member shall be expelled, or suspended for longer than thirty days, without a hearing, provided such a hearing is requested by the member in question.

SECTION 4 – They may re-admit to membership any former member whose resignation has been fully accepted. Such re-admission must be by vote and two negative votes shall reject. A rejected candidate shall not be again proposed for reinstatement within six months after rejection.

SECTION 1 -The standing committees shall be the Membership Committee, the Protest Committee and the Entertainment Committee. They or their chairmen shall be appointed annually by the Commodore as hereinafter provided.

SECTION 2 – The Membership Committee shall consist of up to five voting members, the Chairman, and four area representative members who will be responsible for facilitating and expediting membership issues and communication in their geographic areas, including promotion, expediting guest invitations and assisting in the assembling and processing of membership proposal packages. The committee area members will be appointed by the Chairman with the approval of the Commodore.

The areas are: Eastern Long Island Sound (Watch Hill, RI to Madison, CT), Western Long Island Sound (Guilford, CT and west and NY State other than Eastern LI), Eastern Long Island (ELIYA), Rhode Island (RI east of Watch Hill), All Other Areas (Responsibility of the Chairman.)

SECTION 3 – The Entertainment Committee shall consist of a Chairman who will appoint as many additional members to this Committee as the Chairman deems advisable for the purpose desired.

SECTION 4 – The Protest Committee shall consist of a Chairman who will appoint as many additional members to this Committee as the Chairman deems advisable for the purpose desired. All disputes or protests shall be subject to their decision which shall be final.

SECTION 1 – There shall be a Nominating Committee of three members who shall be appointed by the Board of Governors.

SECTION 2 – The Nominating Committee shall nominate candidates for all elective offices to be filled at the next Annual Meeting.

SECTION 3 – Any six members in good standing may nominate candidates for any off ice by submitting to the Commodore in writing the names of such candidates at least two weeks before the Annual Meeting.

SECTION 1 – Commodore, Vice Commodore, Rear Commodore, Clerk, Secretary, Race Secretary, Race Committee Chairman, Treasurer, Measurer, Historian and five members of the Board of Governors shall be elected at the Annual Meeting of the club, shall hold office for one year or until their successors are elected.

SECTION 2 – A majority of the votes shall be necessary to elect.

SECTION 3 – Any vacancy among elective officers shall be filled by vote of the Board of Governors until such time as a successor is duly elected.

SECTION 1 – The Cub shall be composed of Active, Honorary and Guest members.  Members must be at least 21 years of age.  Active members shall be those elected to membership in accord with Section 2 and not currently subject to the conditions of Section 3 or 4.  Honorary members are those elected in accordance with Section 6.  Guest members are those accepted in accordance with Section 8.

SECTION 2 – Active membership in this club shall be open to those who enjoy and support the sport of sailing.  Each candidate for Active membership must be proposed in writing by one active member and seconded in writing by two active members.  Supporting letters from other club members are encouraged.  Proposal forms can be obtained from the Membership Committee and from the Club website.  The membership application form must be completed with full name, age, occupation, and home and business addresses, signed by the candidate, and signed by the proposer.  The signed membership application, a signed proposal letter, two signed seconding letters, and any supporting letters must be assembled into a completed package by the proposer and sent to the Membership Chairman.

Copies of completed application packages will be forwarded to the Membership Committee for review.  Candidates whose completed application has been received by the Membership Committee are eligible to participate as guests of the proposer in club racing and social activities until the application has been acted upon.  The Committee by majority vote may recommend candidates to the membership for a 15-day period of review and comment.  Periodically, a list of recommended candidates will be circulated to the full membership by a combination of electronic and postal mail.  Member comments should be directed to the Membership Chairman only.  When the review period expires the Membership Committee will consider any comments received from members and by unanimous vote elect to membership candidates that they deem qualified.  Unsuccessful candidates will be eligible to reapply for membership after twelve months.

The Chair will transmit the Committee decisions to the Commodore, the Secretary, the Treasurer, and the Race Secretary and notify the new member and his proposer.  Except for the final action on election, proceedings of the Membership Committee, member comments, and communications to and among them in reference thereto, shall remain confidential.

SECTION 3 – Resignation:  An Active member in good standing may submit a written resignation of membership to the Membership Chairman who will report same to the Board of Governors at their next meeting for action.  A resigned member shall forfeit any rights in the club property, is excluded from the privileges of the club, shall not be eligible to vote, hold office, propose, second, or support member candidates, enter club race series, or participate in other club activities except as a personal guest of an Active member in good standing.  A resigned member may apply in writing to the Membership Chairman for reinstatement and may be returned to Active status by approval of the 
Board of Governors and payment of dues for the current year and any other indebtedness.

SECTION 4 – Delinquency:  Active members in arrears for dues or other indebtedness for a period of two months shall be notified by the Treasurer of the amount due.  The treasurer shall report the names of the delinquents to the Board of Governors at its next meeting.  The Board of Governors may by a majority vote drop such delinquents from the membership roles as “not in good standing”.  They will then be subject to the same forfeit of ownership and restrictions and allowances on participation stated in Section 3 for resigned members.  Members not in good standing may apply in writing to the Membership Chairman for reinstatement and may be returned to active status by approval of the Board of Governors, payment of the year’s dues in arrears at the dues rate of the year of reinstatement, dues for the current year, and any other indebtedness.

SECTION 5 – Reinstatement:  A person whose request for reinstatement has been received and acknowledged by the Membership Chairman may enter club race series and participate in social activities as a guest of the Membership Committee until the request is acted upon.  The Membership Chairman will inform the requestor of the Board’s action and if reinstated the member’s ‘elected’ date will be moved forward by the number of full years of absence from active membership status.

SECTION 6 – Honorary members shall be elected at any meeting of the club after recommendation by the Board of Governors. They shall be exempt from dues and assessments; they shall not vote, hold office, or propose new members unless they are also active member at the time of their election.

SECTION 7 – Members entering active-duty military service shall have their dues waived for the period of military duty overseas.

SECTION 8 – Guest members may be sponsored by an Active member by submitting a signed Guest Member application to the Membership Committee.  A guest member has the privileges of active membership other than competition for the club’s perpetual trophies, voting or holding office, proposal or seconding of member candidates, and rights to the club’s property.  The duration of Guest Memberships and dues, if any, will be set by the Board of Governors.  A Guest Member may apply for Active membership per Section 2 at any time.

SECTION 1 – The Annual Meeting shall be held immediately prior to the Annual Dinner which shall be held, as designated by the Board of Governors, during February, March or April of each year. Notification of such meeting shall be mailed or e-mailed to each member at least 30 days in advance of scheduled date of meeting, or posted on the Club website.

SECTION 2 – The Secretary shall call a special meeting at the direction of the Commodore, or upon the request of five members. Notice of such meeting shall be mailed to each member at least 30 days in advance of scheduled date of meeting.

SECTION 3 – Fifteen members, in person or by proxy, will constitute a quorum for the transaction of business an any Annual or special meeting.

SECTION 1 – The Board of Governors will determine the fees, dues and assessments necessary for the maintenance of the club.

SECTION 1 – The Constitution may be amended at any meeting of the club on a two-thirds vote of all present, provided the proposed amendment has been recommended by the Board of Governors and a copy of such recommendation has been mailed to every member at least 30 days in advance of such meeting.