Women's Council Bylaws
Article I – Name
The name of this organization shall be the Women’s Council of the United States Sailing Association. Hereinafter, the Council may be referred to as the “Council,” and the United States Sailing Association may be referred to as “US SAILING.”
Article II – Purpose
The purpose of the council is to function as authorized and described in Bylaws 202, 222 and 511 of the US SAILING Bylaws, and other provisions of the US SAILING Bylaws and US SAILING Regulations as appropriate. Any conflicts between the US SAILING Bylaws and this document shall be resolved in favor of the US SAILING Bylaws.
It shall represent the interests of the Council within US SAILING. Its purpose is to promote and support women’s sailing in the United States, and to provide a forum for women sailors to exchange information and assist one another in solving mutual challenges.
The purpose includes: To advise US SAILING's committees, councils, directors and staff in matters which affect women in the sport of sailing.
Article III – Membership
Regular (voting) membership in the Council shall be open to current members of US SAILING who have registered their interest in this council’s area of concern with US SAILING.
Article IV – Officers
Section One – Officers and Duties. The officers of the Council shall be a Chair, Vice–Chair, and Secretary, elected by the Council from its membership. These officers shall perform the duties prescribed by the US SAILING bylaws, these bylaws, and the adopted parliamentary authority of the Council.
Section Two – Terms of Office. Officers shall serve a term of two years or until their successors are elected, and their term of office shall begin at the close of the annual meeting at which they are elected. No member shall hold more than one office at a time. No member shall be eligible to serve more than two consecutive terms in the same office, with the exception of the office of Secretary.
Section Three – Vacancies. A vacancy in the office of Chair shall be filled by the Vice-Chair automatically assuming the office of Chair for the remainder of the term. A vacancy in the office of Vice-Chair shall be filled by election at the next annual meeting. A vacancy in the office of Secretary shall be filled by appointment made by the chair for the remainder of the term. For the purposes of the term limits contained in Section 2 above, service of half a term or less in an office shall be ignored, and service of more than half a term shall be considered a full term.
Article V – Meetings
Section One – Annual Meeting. The annual meeting of the Council shall be held at the same location and dates as the session of US SAILING Annual Meetings. The purpose of the meeting shall be for elections and the conduct of such other business as may legally come before the Council. No later than thirty days before the meeting, the Secretary shall cause the notice of the meeting to be posted on the US SAILING website and sent electronically or through other means to all members of the Council.
Section Two – Spring Meeting. The Spring Meeting of the Council shall be held as part of the session of US SAILING meetings held during the spring each year. No later than thirty days before the meeting, the Secretary shall cause the notice of the meeting to be posted on the US SAILING website and sent electronically or through other means to all members of the Council.
Section Three – Special Meetings. Special meetings of the Council may be called as described in Section 214 of the US SAILING bylaws.
Section Four – Quorum.
Representatives from at least the (10) regular members, present in person or by proxy, shall constitute a quorum. A majority vote as defined in the parliamentary authority shall be sufficient for action of the Council, except as otherwise required by these bylaws or the parliamentary authority. Proxies shall be in writing, may be in the form of a fax or electronic mail, and shall be delivered to the Secretary no later than the roll call of the meeting at which they are in effect.
A majority of the Executive Committee members shall constitute a quorum for Executive Committee meetings.
Section Two – Transaction of Business by Telephone and Other Means
(a) Telephone Conference. Any member of the Council may participate in a meeting of the Council by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
(b) Electronic Mail. The Council shall have the authority to conduct business by electronic mail provided that all communications by any members are copied to all other members of the Council, and that any decisions made using this method shall be made by the affirmative vote of at least sixty per-cent of the entire membership of the Council. Decisions made using this method shall be incorporated in the minutes of the next meeting of the Council.
Article VI – Elections
Section One– Positions. The Chair, Vice-Chair, and Secretary, and six others shall be elected at the annual meeting. Also at the annual meeting, the Council shall appoint the chair to serve on the US SAILING House of Delegates as described in US SAILING bylaw 222. In addition, the National Women’s Sailing Association (hereafter “NWSA”) shall have a representative on the Executive Committee.
Section Two – Nominations. The Nominating Committee shall nominate one candidate for each position described in Section 1 above. Additional nominations may be made from the floor.
Section Three – Nominating Committee.
(a) Composition. The Nominating Committee of the Council shall consist of two past chairs
and one other member.
(b) Duties. The committee shall make nominations as described in Section 2 above, and shall make available the list of nominees to all members of the Council not later than thirty days prior to the meeting at which the election shall take place. Posting said list on the US SAILING website shall be construed as meeting this requirement. In performing its duties, the committee shall assure that its nominees comply with all of the requirements contained in these bylaws and the bylaws of US Sailing.
Article VII – Executive Committee
1. The Executive Committee shall consist of the Council officers, a representative from National Women’s Sailing Association (hereafter “NWSA”) and six others who shall be elected by the membership of the Council present at the Annual Meeting of US SAILING (hereafter “AM”)
2. The Executive Committee may act on all matters between Council meetings. The Executive Committee shall report on all its actions to the Council by posting actions on the Council website and at the next regular meeting.
3. The term of office of Executive Committee shall be two years. In the first year (2006), half of the members shall be elected for two years and half of the members shall be elected for one year in order to maintain continuity on the Executive Committee.
Article VIII – Committees
Special committees may be appointed by the Chair.
Article IX – Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Council in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Council may adopt.
Article X – Amendment of Bylaws
These bylaws may be amended at any annual, spring, or special meeting called for such purpose, by a two-thirds vote of the members present in person or by proxy, provided that the proposed amendment was included with the notice of the meeting. Such approved amendment shall become effective upon compliance with US SAILING Bylaw 301, Section 2 (7).
Approved December 2006