Bylaws

Bylaws & Operating Policies

Performance Handicap Racing Fleet

of Galveston Bay

Bylaws

ARTICLE I - NAME

1.1 The name of this organization shall be the Performance Handicap Racing Fleet of Galveston Bay, Inc., a Texas not-for-profit corporation. It shall operate under the policies of the U.S. Performance Handicap Racing Fleet (PHRF), a sub-committee of the USSA Offshore Racing Committee, and shall abide by the applicable rules of USSA.

1.2 This corporation is organized exclusively for purely public charity and strictly educational purposes, that is, for charitable and educational purposes. More specifically, the corporation is created solely as an organization described in Section 501 (c)(3) and exempt from taxation under Section 501 (a) of the Internal Revenue Code of 1954 or corresponding provisions hereinafter in effect. The corporation shall be operated exclusively for such purposes; no part of its net earnings shall inure to the benefit of any private member, trustee, or individual; no part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to a candidate for public office.

ARTICLE II - OBJECTIVES

2.1 It shall be the prime objective of this fleet to promote the sport of handicap racing of sailing yachts for the enjoyment of its members. In furtherance of the above it shall also be the objective of this fleet to establish and maintain a listing of PHRF handicaps of yachts owned or chartered by its members based on performance potential of the yachts and following generally the principles and handicaps established by the U.S. Performance Handicap Racing Sub-Committee.

2.2 Further objectives of the fleet shall be the promotion to the extent reasonably possible of a national equitable system of handicaps based on yacht performance potential, to interchange with other PHRF groups and with the U.S. PHRF Sub-Committee.

ARTICLE III - ORGANIZATION

3.1 The fleet shall be organized under an Executive Committee consisting of a Chairman, Vice Chairman, Secretary/Treasurer, two Members-at-Large, Four Division Handicapper, and the preceding year’s Chairman, and/or Chief Handicapper, when appropriate.

ARTICLE IV - MEMBERSHIP, DUES, AND ASSESSMENTS

4.1 There shall be a single class of membership. Any person 18 years of age or older may become a member upon application and payment of dues for that calendar year. Any person desiring to become a member shall make application on a form approved by the Executive Committee and mail it to the address indicated on the form.

4.2 Each member shall pay dues, fees, and assessments as shall be prescribed by the Executive Committee. A member may be expelled from the fleet for non-payment of dues or assessments. Annual dues for renewal of membership are due and payable on or before January 1st of each year. If payment of dues is not made by January 31st, the membership in question shall be automatically terminated and with it the handicap ratings on any and all yachts owned or chartered by the member.

ARTICLE V - OFFICERS AND TRUSTEES

5.1 The officers and trustees of the fleet shall consist of the Chairman, Vice-Chairman, Secretary/Treasurer, and Chief Handicapper, all of whom must be members of the fleet.

5.2 It shall be the duty of the Chairman to take command of the fleet, preside at all meetings, enforce the By-Laws of the fleet, the rulings of the Executive Committee, and appoint committees.

5.3 It shall be the duty of the Vice-Chairman to assist the Chairman in the discharge of his duties and to officiate in his absence. He shall be responsible for the compilation of a database of racing results for review of ratings. He shall continually review racing results and bring to the attention of the Executive Committee any ratings which require review.

5.4 It shall be the duty of the Secretary/Treasurer to keep minutes of the meetings of the fleet and of the executive Committee, to have custody of all records, to keep a roll of the membership, to prepare and publish a roster of the membership, to conduct the correspondence of the fleet, to give notice of meetings, and to publish the fleet newsletter. It shall further be the duty of the Secretary/Treasurer to collect and receive all monies and keep a correct account thereof, to have charge of all funds of the fleet and disburse said funds, to deposit the funds in the name of the fleet in a depository approved by the executive Committee, to see that all required taxes are paid and reports made, to present a report at each Executive Committee meeting showing the financial condition of the fleet, to turn over to the Executive Committee at the close of his term of office all funds, canceled checks, and other property in his position belonging to the fleet, to perform such other services as may be required by the Chairman, and to prepare annually a financial statement for presentation to the audit committee and to the fleet.

5.5 It shall be the duty of the Chief Handicapper to preside over the Division Handicappers and the Handicap Committee, to nominate members of the Handicap Committee for appointment subject to Executive Committee approval, to review all handicaps ratings submitted by Handicap Committee members (area handicappers), adjusting them where necessary before approval. He shall represent the handicapping committee in any appeals of rating brought before the Executive Committee. He shall also be responsible for the maintenance of the PHRF-GB Fleet database.

5.6 In addition to the above-named officers and trustees, there shall be four Division Handicappers and two Members-At-Large who shall serve on the Executive Committee. Wherever possible, they should be owners of yachts with widely varied ratings.

5.7 It shall be the duty of each Division Handicapper to be a member of the Handicap Committee and assist the Chief Handicapper in the measurement of yachts, determination of initial ratings for new yachts, and administration of PHRF ratings for his designated Division of the PHRF Fleet, as directed by the Chief Handicapper.

5.8 The Chairman, Vice-Chairman, Secretary/Treasurer, Chief Handicapper, and Division Handicappers shall serve one year terms. Members-at-Large shall serve two year terms staggered so that one will be elected each year. Terms shall begin on January 1st of each year. No member shall serve as Chairman or Chief Handicapper for more than two consecutive terms.

ARTICLE VI - EXECUTIVE COMMITTEE

6.1 The Executive Committee shall consist of the officers, the Division Handicappers, two elected Members-at-Large, and the preceding year's Chairman and Chief Handicapper.

6.2 The Executive Committee shall meet at least once each quarter on a regular basis, and at other times as the Chairman deems necessary. Not less than fifty percent of the members of the Executive Committee shall constitute a quorum. Any regularly scheduled meeting may be canceled by a majority vote of the Executive Committee. The Chairman shall call a special meeting if requested in writing by three or more members of the Executive Committee. All meetings of the Executive Committee or the fleet shall be conducted under the provisions of Roberts Rules of Order, Revised.

6.3 The Executive Committee shall have full authority over the affairs and finances of the fleet.

6.4 The Executive Committee shall at least once a year have the fleet accounts audited by three members appointed by the Chairman. The Audit Committee shall close the fleet books for the year and approve the Treasurer's annual report. At least one member of the Audit Committee shall not be a member of the Executive Committee.

6.5 A member of the Executive Committee may resign at any time by submitting a letter of resignation. Such resignations are to be in writing. A member or members of the Executive Committee may be removed from office by a unanimous vote of the remaining members for the following reasons:

(A) Conflict of interest or personal actions casting reflection on the integrity of the committee.

(B) Failure to carry out the duties of office.

6.6 The Executive Committee shall have the power to fill vacancies occurring in an elective office for the unexpired term. Should any member of the Executive Committee absent himself from two consecutive regular meetings without being excused by a majority vote of the committee, he shall be deemed to have resigned from the committee.

6.7 No one shall serve on the Executive Committee whose employment or business might be influenced to any significant degree by the racing results of PHRF rated yachts. Judgment of eligibility in this regard shall be the sole responsibility of the Nominating Committee during the regular annual elective process, including nomination or election by the Fleet-at-Large. Judgment of eligibility for appointment to unexpired terms shall be the sole responsibility of the Executive Committee.

ARTICLE VII - ELECTIONS

7.1 The Nominating Committee shall consist of the Chairman of the Executive Committee, the Member-at-Large with the least tenure, and the Commodore or his/her designated representative from the Galveston Bay Cruising Association, Houston Yacht Club, and Lakewood Yacht Club.

7.2 Each year the Nominating Committee shall nominate at least one member for each position of Officer and Division Handicapper, and at least two members for the positions of Member-at-Large of the Executive Committee to be filled. The Nominating Committee slate shall be published to the membership on or before September 21st of each year. Additional nominations may be placed on the ballot by petition of ten members to the Nominating Committee on or before October 15th of each year.

7.3 The Nominating Committee shall mail a written ballot, on a form approved by the Executive Committee, to each member on or before November 1st of each year, with the provision that the ballot shall be in the hands of the Nominating Committee at the address indicated on or before December 1st to be valid. The ballot shall have space for write-in votes. The Nominating Committee shall tabulate the votes and report the results to the Executive Committee. Those nominees receiving the greatest number of votes are elected to office. The newly-elected officers and member-at-large shall take office January 1st.

ARTICLE VIII - MEMBERSHIP MEETINGS

8.1 An annual meeting of the members shall be held in the first quarter of each year for the purpose of transacting such business as should properly come before the membership. Announcements of this meeting shall be contained in a special notice to the membership.

8.2 A special meeting may be called upon receipt by the Executive Committee of a petition signed by ten percent or more of the members of the fleet, or by the Chairman when in his Judgment such a meeting serves a useful purpose. Notice of the time and place together with the proposed agenda shall be mailed or announced to the membership at least one week in advance of the meeting.

8.3 A quorum necessary for the transaction of any business at any meeting of the fleet shall be ten percent of the members of the fleet.

ARTICLE IX - COMMITTEES

9.1 The only standing committee shall be the Handicap Committee. The Chairman may appoint special committees from time to time as he sees fit.

9.2 The Chief Handicapper shall be the Chairman of the Handicap Committee. He may nominate members of the committee to be called Area Handicappers; he may also nominate PHRF-GB measures. These nominations shall be presented to the Executive Committee for approval. Insofar as practicable, one or more members will be selected from each yachting organization regularly conducting PHRF handicap racing in the Galveston Bay area. The duties and authority of the Handicap Committee members will be those described for "Area Handicappers" in the US-PHRF operating policies (hereinafter called "Operating Policies").

ARTICLE X - HANDICAPPING PROCEDURES

10.1 Applications for a handicap shall be made of a form approved by the Executive Committee, and shall contain an accurate report of required data on the applicant's yacht.

10.2 The handicapping procedure, insofar as is practicable, shall be that described in the "Operating Policies."

10.3 A Measurer or the respective Handicapper shall verify the data on the handicap application. He may collect a measurement fee as authorized by the Executive Committee.

10.4 Sale of a rated yacht or termination of an owner's PHRF membership for any reason shall invalidate the handicap rating.

ARTICLE XI - APPEAL PROCEDURES

11.1 Any member may appeal his handicap rating by submitting to the Chairman of the Executive Committee a fee equal to the measurement fee for Area Handicappers as prescribed above, together with a written statement giving notice of his intention to appeal, and stating his reason for submitting said appeal. A copy of the appeal will be supplied to the Chief Handicapper by the Secretary/Treasurer prior to the hearing on the appeal. The appeal of rating shall be heard at the next appeals meeting of the Executive Committee, at which the member shall present pertinent information to said committee in support of his appeal. The decision of the Executive Committee shall be final.

11.2 Any member may appeal the handicap rating of another yacht by submitting to the Chairman of the Executive Committee a fee equal to the measurement fee for Area Handicappers as prescribed above, together with a written statement giving notice of his intention to appeal, and stating his reasons for submitting said appeal. A copy of the appeal will be supplied to the Chief Handicapper by the Secretary/Treasurer prior to the hearing on the appeal. The appellant shall send a copy of this statement to all fleet members owning the type and size of yacht whose rating is being appealed. The appeal of rating shall be heard at the next appeals meeting of the Executive Committee, and the member may present pertinent information to said committee in support of his appeal. Owner(s) of the yacht(s) being appealed shall be entitled to present pertinent information in support of their handicap rating to said committee. The decision of the Executive Committee shall be final.

11.3 In the event of an appeal of rating, whether for a member's own yacht or for another yacht, should the Executive Committee uphold the existing rating, the monies submitted by the appellant shall be retained by the Secretary/Treasurer and become the property of the fleet; should the Executive Committee find for the appellant, the monies submitted by the appellant shall be returned to him. The results of all appeals together with an explanation of action taken by the Executive Committee shall be published in the fleet newsletter.

11.4 At the discretion of the Chairman of the Executive Committee, an appeal of rating may be accepted from a person not a member of the PHRF fleet, or from the Race Committee or Board of Governors of an area yacht club or sailing organization. In that event, all other procedures described above shall apply.