ARTICLE I – NAME

1.1              The name of the organization is the National Offshore Council of the United States Sailing Association.

1.2                 Its short title shall be the National Offshore Council.

ARTICLE II – DEFINITION

2.1                 "Council" shall refer to this council.

2.2                 "Association" shall refer to the United States Sailing Association.

2.3                 "Offshore" shall include but shall not be limited to all open waters including oceans, seas, the Great Lakes, large lakes, sounds and large bays.

2.4                 "Cruiser/Racer" shall mean yachts containing cruising accommodations which are used for racing.

ARTICLE III – PURPOSES

3.1               To promote the interests of those who race cruiser/racers in offshore waters.

3.2              To provide a forum to discuss matters of interest to the owners of cruiser/racers.

3.3             To take such action with respect to matters of interest to those who race cruiser/racers in offshore waters as may be required to promote their interest by way of recommendation to the Offshore Committee or other appropriate Association body.

3.4              To provide representation of owners of cruiser/racers to the Association.

ARTICLE IV – MEMBERSHIP

4.1              All organizations dedicated to the interest of offshore racing in cruiser/racers who are members of the United States Sailing Association or committees of member yacht racing associations shall be entitled to membership in the Council.

4.2              The initial members of the council were set out in the schedule attached to these bylaws.  Additional organizations shall become members on satisfactory showing to the Executive Committee of the Council of their                 qualifications and on vote of the Council.  The notice of any meeting at which an organization is to be elected a member of the Council shall contain a statement of the fact including the name of the organization.

ARTICLE V – REPRESENTATIVES

5.1              Each member of the Council shall be entitled to appoint from its membership one representative to the Council and an alternate for such representative.

ARTICLE VI – OFFICERS

6.1                 The officers of the Council shall be a Chairman and a Secretary who shall be elected at the annual meeting of the Council.

ARTICLE VII - EXECUTIVE COMMITTEE

7.1                 The Executive Committee shall consist of 12 representatives to the Council.

7.2                 Members of the Executive Committee shall be members of member organizations of the Council and shall provide representation of all offshore racing interests including race management.  The report of the Nominating Committee shall indicate the category of interest represented by each nominee.

7.3                 Members of the Executive Committee shall be elected in three classes of four members each.  One such class shall be elected each year and the members of such class shall serve for a term of three years or until the election of their successors.

7.4                 The Council at its annual meeting shall elect the number of members of the Executive Committee whose terms are expiring and shall fill any others vacancies on the Executive Committee which may exist.

7.5                 The chairman and the secretary of the Council shall be the chairman and the secretary of the Executive Committee.

ARTICLE VIII - THE OFFSHORE COMMITTEE

8.1                 The Council at its annual meeting shall elect the number of members of the Offshore Committee as provided in the Regulations of the Association.

ARTICLE IX - ASSN. DIRECTORS AND ASSN. DELEGATES

9.1                 The Council at its annual meeting shall elect the number of offshore delegates to the annual general meeting of the Association as may be assigned to represent offshore racers by the bylaws of the Association.

9.2                 The Council at its annual meeting shall elect the number of offshore directors to sit on the Board of Directors as may be provided under the bylaws of the Association.

ARTICLE X - NOMINATING COMMITTEE

10.1              At its semiannual meeting the Council shall elect a Nominating Committee consisting of five members.

10.2              The duties of the Nominating Committee shall be to prepare and distribute to the members of the Council slates for the following to be elected at the annual meeting:

(a)                 Chairman of the Council

(b)                 Secretary of the Council

(c)                 Council members of the Association's Offshore Committee

(d)                 Offshore Delegates to the Annual General Meeting of the Association

(e)                 Offshore members of the Board of Directors of the Association

10.3              The report of the Nominating Committee shall accompany the notice of the annual meeting.

ARTICLE XI – MEETINGS

11.1              The annual meeting of the Council shall be held at the time of the annual meeting of the Association.

11.2              The semiannual meeting of the Council shall be held at the time of the semiannual meeting of the Association.

11.3              Special meetings of the Council and Executive Committee may be called by the Executive Committee.

ARTICLE XII – NOTICES

12.1              Notices of the annual, semiannual and special meetings shall be sent out at least two weeks in advance of the date of the meeting and shall contain the place, date and time of the meeting and an agenda of the matters to be considered at such meeting

ARTICLE XIII – QUORUM AND VOTING

13.1              Representatives from at least five members shall be a quorum for meetings of the Council.  Action shall be by a majority vote of members whose representatives are present.

13.2              A majority of the members of the Executive Committee shall be a quorum for meetings of the Executive Committee.  Action shall be by a majority of those present.

ARTICLE XIV – AMENDMENTS

14.1              Amendments to these bylaws shall be adopted by the Council at a meeting of the Council, provided notice thereof and the text of the proposed amendment are contained in the notice of the meeting.