The H Class Association By Laws

I. Organization

The name of the Association is “H Class Association” and is organized as a voluntary non-profit unincorporated association under the laws of the Commonwealth of Massachusetts.

II. Purpose

The purpose of the Association shall be to preserve, protect and promote a certain distinct class of sailboat first built in 1914, more particularly set forth as follows:

1. To perpetuate and promote activity and interest in the class known as the “H Class,” of which the first boats were built in 1914 by Herreshoff Mfg. Co. of Bristol, RI, from the original design of Nathanael G. Herreshoff. H Class boats include the following gaff-rigged sloops of wooden construction:

• those built by the Herreshoff Mfg. Co.,
• those built by the Quincy Adams Yacht Yard, which was licensed by Herreshoff Mfg. Co. to build the design,
• and finally, those built by Cape Cod Shipbuilding, which, in 1947 acquired the rights to the original design, and built wooden hulls until 1950.

In part, the specifications are as follows:

LOA 15’ 10” Draft 2’ 6”
LWL 12’ 6” Freeboard 1’ 5”
Beam 5’ 10” Sail Area 140 sq. ft.
Outside Fixed Lead 735 lbs.

In addition, having been found to conform to the specifications and other requirements, the fiberglass versions of the Herreshoff 12 1/2 footer known by the trademark name ‘Doughdish’, boats built by Doughdish, Inc., and and its successor company, Doughdish, LLC, are deemed to be H Class boats.

2. To set forth and maintain more particular specifications of construction and rig for the class as are deemed necessary, practicable and desirable for the continuance of the one-design characteristics of the boats.

3. To conduct a class championship race or series of races each year.

4. To manage the affairs and property of the Association in such a manner as will fulfill the other purposes herein set forth, includ­ing all matters pertaining to membership and governance in the Association in accordance with the rules for same contained herein.

5. To assist the activities of these boats in established fleets and promote the formation of new fleets.

III. Membership

Any person who owns an interest in a boat which qualifies as a H Class boat under the specifications described in these by-laws is eligible for Regular Membership in the Association upon the payment of the applicable dues. Each Regular Member shall be eligible to hold office and be entitled to one vote on any class matter as prescribed by these by-laws or recommended by the Board of Directors except there shall be only one vote per boat. Any person who does not own an interest in a boat which qualifies as a H Class boat under the referenced specifications is eligible for Associate Membership in the Association upon the payment of the applicable dues and shall have all the rights and privileges of a Regular Member except voting and holding office. Provided that a boat is attributed to a Regular Member, there is no further membership requirement imposed on any person acting as boat crew for that boat in an H Class Association sailing event.

Each Member shall notify the Secretary of the Association of the Member’s full name, mailing address, telephone number and/or Internet address, local or At-Large fleet membership affiliation along with, if any, boat name, sail number, percent ownership interest in boat if not 100%, and all changes thereto as soon as they occur. The Member may elect to notify the Secretary of the Member’s Internet address which shall thereafter be used by the Association for all official notices and communications with the Member unless the Secretary decides otherwise.

The dues for the Regular Members and Associate Members shall be set from time to time by the Association’s Board of Directors. Failure to pay dues within the time specified by the Board of Directors will automatically termi­nate that person’s membership without further notice. The Board of Directors may vote to terminate a person’s membership for de facto willful misconduct, gross negligence or bad faith.

Notwithstanding the foregoing, the Board of Directors may nominate persons as voting Honorary Members, for a term of years or for life, who have rendered exceptional service to the Association to hold such membership without the obligation to pay dues.

IV. Association Governance

The general management and control of the affairs, funds and property of the Association shall be vested in the Board of Directors. The Board of Directors shall establish and maintain Class Rules to carry out the purposes of the Association and its By-Laws, and to set forth and maintain specifications of construction and rigging for the Class as are deemed necessary, practicable and desirable for the continuance of the one-design characteristics of the boats.

The Board of Directors will consist of the number of Fleet Delegates which will be a Fleet Captain or other designee from each local fleet of 4 or more boats that actively participate in the Association as exist from time to time, a person appointed to the Board bi-annually by these Fleet Delegates to hold office as the Fleet Delegate-At-Large to represent Members who are not associated with a participating local fleet and two officers, a Secretary and a Treasurer appointed by the Fleet Delegates and Fleet Delegate-At-Large. Each person on the Board of Directors shall be a Regular Member of the Association at time of appointment. The Secretary and the Treasurer may be one and the same person, need not be Fleet Delegates and each are to serve for a term of three years or otherwise as determined by the Board of Directors. The Fleet Delegates, including the Fleet Delegate-At-Large, shall be responsible for representation of and communication with their respective Member group and any Member can raise matters to the Board of Directors through their Fleet Delegate or in writing directly to the Board of Directors. Each member of the Board of Directors shall have one vote and a majority vote shall prevail so long as at least half the members of the Board vote, by being personally present or by alternative means of communication as agreed by a Board majority.

The Board of Directors shall elect from among its own number a President to serve as the Association’s chief executive officer and a Vice President to assist the President. The President and Vice President shall serve for a term of one calendar year or until their successors have been elected. Unless the Board of Directors decides otherwise, the President shall be the Fleet Delegate from the fleet who will sponsor the current year’s H Class Championship and the Vice President shall be the Fleet Delegate from the fleet who is sponsoring the next following H Class Championship.

The fiscal year of the Association shall begin on November 1.

V. Officer Duties, Board of Director Meetings, and Notices

The President shall be the chief executive officer the Association, preside at all meetings of the Board of Directors and Member meetings and have all the powers and duties of the general manager of the Association.

The Vice President shall assist the President in the conduct of the affairs of the Association and be vested with all the powers and perform all the duties of the President at such times as the President is absent, incapacitated or other­wise as the President requests.

The Treasurer shall keep full and accurate financial records and books of account showing all receipts and disbursements and be responsible for the preparation of required financial data, including the timely submission of required reports to any tax and other governmental authority. The Treasurer shall be authorized to keep a bank account and pay from it the Association expenses, and collect dues and other money. The Treasurer shall make an annual report of the financial condition of the Association to the Members and hold the financial records open for inspection by any Member if reasonable notice is given.

The Secretary shall keep and conduct Association correspondence, minutes of meetings and other pertinent records, including a list of each Member name, Regular Member or Associate Member status, and all other information Members are required to provide as specified in Section III.

The Board of Directors shall meet at least once annually at a reasonably convenient location with 30 days notice to all Board members and called by the President, the Vice President and Secretary acting together or by at least three Fleet Delegates. Attendance at a meeting shall constitute waiver of defective notice unless objected to in advance. Any of the members of the Board of Directors may participate in the meetings of the Board of Directors by telephone conference call or through the use of any other available means of communication reasonably acceptable to a majority of the Board of Directors. Any member of the Board of Directors can provide a proxy to a Regular Member designee of the same Fleet, if any, to attend any Board meeting and vote on their behalf as long as prior written notice is provided to the Board of Directors.

Any action which could be taken by the Board of Directors at a duly called and held meeting may be taken without a meeting by a unanimous written consent, in writing or in an electronic equivalent format, of the members of the Board and which consents shall be filed with the records of the Association.

No Board member or Officer shall receive any compensation from the Association for acting as such, but shall be entitled to be reimbursed for customary and reasonable expenses incurred on behalf of the Association and, with the approval of Board, for extraordinary expenses.

VI. Member Meetings and Member Voting

One regular meeting of all the Members shall be held each year and shall be designated the Annual Meeting of the Association, at which time the President and Treasurer shall report on the progress and condition of the Association.

A special Member meeting may be called at any time by the Board of Directors and each Regular Member shall have the chance to vote on any matter or proposition presented even if not present at the meeting in person or by proxy. At least 30 days prior notice of the meeting shall be given except 60 days notice is required if changes in these by-laws are proposed. Included with such notice shall be a statement as to why the meeting is being called, a proxy and, if applicable, the text of any matter proposed to be voted upon along with a voting ballot, said ballot when completed and delivered to be a valid vote if the matter is in fact voted upon at the meeting. If at the special meeting, a proposed matter or proposition is modified, added to or changed or a new matter is voted upon, then within 30 days after such meeting, the Regular Members not in attendance at the meeting in person or by proxy shall receive a voting ballot with a reasonable return date and a summary of the meeting proceedings from the Secretary or designee.

Any action which could be taken at a meeting as described above may be taken without a meeting by use of voting ballots, proxies and text of what is proposed, as applicable, presented to all the Regular Members with at least a 30 day return date, in writing or in an electronic equivalent format, which votes shall be filed with the records of the Association.

The votes of a majority of those Regular Members voting shall be required to approve any matter. There shall be only one vote per boat. In addition to the voting process hereinabove described, voting by a Regular Member, if approved by the Board of Directors, may be made by other secure electronic means.

VII. Indemnification, Self-Dealing, By-Law Amendment

The Association shall indemnify and hold harmless each Officer in the Association and each member of the Board of Directors, in office or following service in office against all claims and expenses (including, without limitation, decrees, judgments, court costs, attorney’s fees and the amount of reasonable settlements, but not including amounts paid or payable to the Association itself) hereafter reasonably incurred by him or her, in connection with any claim asserted against him or her or any action, suit or proceeding of whatever nature by reason of his or her having served before or after the date of the adoption of this provision as a member of the Board of Directors and/or Officer in the Association, unless such claim or expense arises from the willful misconduct, gross negligence or bad faith of the person seeking indemnification.

Any Fleet Delegate or Officer in his own name or as the representative of an entity may contract with the Association and with any individual member of the Board without liability for self-dealing by any such party, provided in each such case all of the parties involved act in good faith and on reasonable arm’s length commercial terms, that the nature of each person’s financial interest in the transaction in question is disclosed to the other Board members and the disinterested Board members approve the contract in advance.