INTERNATIONAL MISTRAL CLASS ASSOCIATION

CONSTITUTION

1. DEFINITIONS AND TERMS

1.01 The Association shall be known as IMCO International (IMCO Int)

1.02 The Association shall have limited liability; not have any share capital; and be registered as a non-profit making company.

1.03 The Association shall be domiciled in a state mutually agreed by the Management Committee.

1.04 The Association shall be structured as specified herein.

1.05 Directors of the legal entity.

1.05.1 Directors will be appointed by the Management Committee to fulfil the requirements of company law and by statute and cannot act in any matter without the Management Committee's prior approval in writing.

1.05.2 The Management Committee may remove a Director before the expiration of his term of office.

1.05.3 Directors may also be officers of the Association.

1.06 This constitution governs the activities of...

1. The Mistral One Design Class (IMCO)

2. The Mistral Junior One Design Class (MJOD)

throughout the world, and its powers shall be vested in and carried out by the Association Board as provided for in this

Constitution and any by-laws passed pursuant to the provisions hereof; all subject to and in accordance with the

regulations and constitution of the ISAF. The classes governed by this constitution are members of the International Windsurfing Association (IWA)

1. 07 The official language of this constitution is English. If there is any difference of interpretation between the English version and any translation of this constitution, the English version shall prevail.

1.08 Class Rules shall mean rules relating to the measurement, construction and racing disciplines of a class governed by this constitution.

1.09 The IMCO & JOD Class emblems shall be the Mistral M dot and shall be used according to RRS Appendix G.

1.10 Sanctioned Event shall mean a windsurfing event sanctioned by ISAF and/or a Class governed by this constitution.

2. GENERAL POLICY & MISSION STATEMENT

2.0 to REPRESENT;

The owners of equipment which complies with the Class Rules of the governed classes and play an active and influential role in the affairs of the sport by having democratically elected representatives and by co-operating with the ISAF, National Authorities.

2.1 to SERVE, ADVISE & INFORM;

Its members, the media and the general public

2.2 to be RESPONSIVE:

to the  needs of recreational & elite competitors/members by giving them a voice in the affairs of the Association and by reflecting a proper balance between their different needs.

2.3 to ASSURE;

the integrity & quality of international competition in all formats and devise a clear career path for competitors.

2.4 to ESTABLISH GOOD PRACTICE;

Amongst members, event organisers & officials by helping to provide training & accreditation programmes.

2.5 to DEVELOP & PROMOTE;

the sport of windsurfing through Junior, youth, recreational & elite competition and by disseminating knowledge and by encouraging good communication between members, competitors, coaches, medical staff and officials through organising seminars & conferences and producing, publishing & distributing by whatever appropriate means, news & information

2.6 to CREATE AN ACCEPTANCE AND UNDERSTANDING;

of the role of the governed classes amongst the relevant audiences of the industry, public, the media and the ISAF.

3. MEMBERSHIP

3.00 Members of the Association shall agree to abide by this Constitution and its bylaws.

3.01 The classes of membership of the Association shall be:

i) Full Member (FM) who shall be a/an:

a) National Class Association

National Class Associations shall represent the views of their membership to their National Authority and other official Associations.

b) Individual Member (IM)

Individual Competitors may apply for membership provided that there is no existing National Association governing their equipment from that country.

c) Honorary Members (HM)

A General Assembly may as a mark of respect or in appreciation of past services to that class confer honorary membership on any person who has been active in that class.

ii) Corporate Members. (CM) which shall include

a) Associate Members

Individuals involved professionally, in the sport of windsurfing in some capacity.

e.g. Physiotherapists, Coaches, Race Officers, Judges, Measurers, Media Professionals

b) ISAF Member National Authorities

4. SUBSCRIPTIONS

4.1 Every member other than an honorary member shall pay an annual subscription to the funds of the Association, which is due on January 1 each year.

4.2 The Association Board shall determine the annual membership subscriptions in close co-operation with the IWA.

4.3 To determine such subscriptions, categories for full members shall be established by By-law according to the size of membership of the Association.

4.4 An Honorary Member shall not pay a subscription of any sort.

4.5 All members are ‘in good standing’ except those who have failed to pay their current annual subscription or any other subscription or debt owing by them/him/her to the Association.               -

4.6 Members not ‘in good standing’ shall have their rights under the constitution suspended until all unpaid subscriptions and debts owing to the Association have been repaid and the same shall have been certified by the Secretary General

5. SUSPENSION & REMOVAL FROM OFFICE

5.1 A member may be suspended by the Association Board, on the recommendation of an Association Committee for gross violation of the Rules and By-laws, for committing an unlawful act in relation to the Association or one of its members, or for any unsportsmanlike conduct contrary to the interests of the members of the Association. The duration of the suspension shall be fixed by the Association Board and a suspended member shall during such period be  precluded from enjoying any rights of membership.

5.2 An Association Official or Officer may be removed from Office by the Association Board for a wilful and unjustifiable act of commission or omission to the Association or to its members.

6. APPEALS

6.1 Any dispute arising in relation to Classes, Divisions, eligibility to race, the interpreting of this Constitution, the By-laws or similar matter, other than any dispute as to the interpretation of the Rules or any protest within the jurisdiction of the applicable ISAF Racing Rules, may be made to the Association Board whose decision shall be final and binding.

7. AMENDMENTS

Amendments to this constitution shall be approved by each of...

a) The Association Board;

b) At least 66% of the next Annual Class General Assembly of each class governed by this constitution;

c) At least 66% of the individual members replying in writing to the International Office in response to a postal ballot published by the International Office, Only those postal votes returned to the International Office within 6 months from the date of publication of the proposed change shall be valid.

8. TRANSITION PROVISIONS

8.1 This constitution shall come into force for a Class wishing to be governed by it, on the date of the approval thereof by that class.

8.2 On the coming into force of this constitution, the members of each ISAF Class association governed by this constitution shall be deemed to be members of the Association provided that they are currently “in good standing” according to Art 4.5 and not “suspended” according to Art 5.

9. ORGANISATION

9.1 Management Committee

9.1.1 The Management Committee shall deal with the day to day business of the Association being directed & guided by the Association Board.

9.2 Association Board

9.2.1 The Association Board shall decide on policy matters; be responsible for approving the annual budget; guide and assist its committees in fulfilling the aims and objectives of the Association.

9.3 Class Genera! Assembly

9.3.1 Each ISAF “Recognised” or “International” Class governed by this constitution shall hold one General Assembly Meeting annually at that Class’s World Championship.

9.3.2 Each General Assembly shall consist of delegates appointed by and representing their own National “Class” Association (Art 10.1.1). Each delegate shall be a member of the National Class Association governing the equipment/format concerned.

9.3.3 From time to time, each Class General Assembly shall elect from amongst itself, the Chairman, Vice-Chairman and the Class Committee who shall hold office until their successors are elected to office

10.DELEGATES & VOTING

10.1 Class General Assembly Delegates

10.1.1 The Secretary General shall be advised of each “Full Members” elected “Class Delegate’ for the coming 12 months, on or before January 1st. each year.

10.1.2 A “Full Member who itself represents more than one ISAF Class may be represented by one delegate for each National Class Association that it represents.

10.1.3 A duly recognised delegate from a “Full Member” may appoint an ‘Alternate’ to represent him/her at a meeting only if the Secretary General is advised by the “Full Member”, in writing before the meeting. Delegates may at any time before the meeting advise the Secretary General in writing that they have revoked the appointment of an ‘Alternate’.

10.1.4 Delegates who are unable to attend a meeting in person and who have not appointed an ‘Alternate’ pursuant to Art. 10.1.3, are entitled to vote by post/fax/e-mail.

10.1.5 Individual Members (IM) of an ISAF Class shall be entitled to elect one delegate for each thirty or less Individual Members of that class to sit at that Class’s General Assembly and vote on their behalf. Such election shall be held immediately prior to the General Assembly concerned.

10.1.6 Only delegates appointed by National lMCOs in accordance with Art.10.1.1 and whose National IMCO is in good standing in accordance with Art.4.04 shall be permitted to vote at their Class General Assembly.

10.2 Votes In a Class Genera! Assembly

10.2.1 Full members shall be divided into the following categories, which shall have corresponding votes in a Class General Assembly...

Category 1 -                         National Class with less than 30 members...                                               I Vote

Category 2 -                         National Class with between 31 and 200 members...                                2 Votes

Category 3 -                         National Class with more than 200 members                                              3 Votes

provided that his/her “Full Member” has complied with Art 6.1 and provided that his/her “Full Member” is in good standing in accordance with Art.4.04 and shall be permitted to vote a Class General Assembly

10.2.2 Corporate & Honorary Members shall not be entitled to vote in a General Assembly

10.3 Powers and Duties of a Class Genera! Assembly

10.3.1 A General Assembly shall have the authority to propose broad policy for the operation and management of the Class for the consideration of the Class Committee and may propose guidelines and directives for the implementation of such policy to the Class Committee from time to time.

10.3.2 Duties include...

a) the appointment of working party(s) for limited purposes and time to fulfil specific needs as defined by the Class General Assembly;

b) the approval of amendments to the Class Rules, Measurement Regulations, Formats of Racing and Qualification Systems;

c) the approval of the Annual Report of the Class Committee Chairman;

d) to approve future championship sites and dates;

e) Make recommendations on policy to the Association Board.

10.3.3 A General Assembly shall appoint, for such term as it shall decide, a Chief Measurer who shall rule on all questions and challenges relating to the Class Rules, and shall issue Interpretations thereof deemed necessary by him/her. All such Interpretations shall be binding until approved, rejected, or modified by decision of the General Assembly duly published to the members of the Association

11. PROCEEDINGS OF A CLASS GENERAL ASSEMBLY

Annual and Special General Assembly Meetings

11.1 General Assembly Meetings of each ISAF Class governed by this constitution shall be held annually. The first General Assembly Meeting of a class joining this Association shall be held not more than 18 months after the date at which ISAF grants “Recognised” or “International” status.

11.1.2 Sixty days notice of any Class General Assembly meeting shall be given to each Full and Individual Member. Such notice shall specify the place, day and the hour of the meeting and the general nature of the business to be transacted. The accidental omission to give notice of a meeting to or the non-receipt of a notice, by any member entitled to receive notice does not invalidate proceedings at that meeting.

11.1.3 Every meeting of Class General Assembly delegates, other than an “Annual” Class General Assembly Meeting, is a “Special “Class General Assembly meeting.

11.1.4 Upon requisition in writing of thirty per cent (30%) of the members of that Class General Assembly, delivered to the Secretary General, the Class Committee concerned shall convene a special Class General Assembly meeting for that class within sixty days of the receipt of such requisition, to consider such matters as shall be stated in the requisition.

Proceedings at Class General Assembly Meetings

11.2.1 At all Class General Assembly Meetings the order of business shall be, save and except where inconsistent with the purpose of the meetings, as follows...

a) Reading of minutes of previous Class General Assembly Meeting and matters arising.

b) Reports of the Class Chairman, Vice Chairman and any working parties;

c) Presentation of the Class Committee budget and forward plan for the next period;

d) Review of membership subscriptions

e) Any other proper business may be transacted by Members

11.2.2 It is the right of the delegates to a Class General Assembly to requisition a meeting if they have a serious concern about a management issue of that class. To ensure this right is not abused or treated frivolously and genuinely represents a concern of significant proportions to the class membership, it can only be called by obtaining the consent of 10% of the total class membership with voting rights beneath a written explanation of the need for the meeting. This document must be deposited at the registered office of the Association and addressed to the President.

11.2.3 On receiving such a request, the Class Committee may find it is able to act to resolve the problem without recourse to a special meeting. If those members calling the meeting accept in writing, within the 21-day period, that the proposed business of the meeting has been dealt with, the special meeting need not take place.

11.2.4 The Special Class General Meeting must be called in accordance with this Constitution. If this does not happen within 21 days from the date of deposit of the document, the class members calling the meeting are entitled to call the meeting in accordance with the same procedures. This class meeting must be held within three months of the deposit of the request.

11.2.5 Sixty days notice of any Special Class General Meeting shall be given to each Member of that class. Such notice shall specify the place, day and the hour of the meeting and the general nature of the business to be transacted. The accidental omission to give notice of a meeting to, or the non-receipt of a notice, by any delegate entitled to receive notice does not invalidate proceedings at that meeting.

11.2.6 Special business is all business at a Special Class General Assembly except...

a) the adoption of rules of order;

b) To consider the request and its reasons for calling the Special Class General Assembly;

c) the consideration of the financial statements;

d) the report of the auditors, if any; and the appointment of the auditor, if required;

e) and any other business that, under these bylaws, ought to be or is required to be transacted at an Annual Class General Assembly.

Agenda Items

11.3 Agendas shall be distributed 30 days prior to an Annual or Special Class General Assembly.

11.3.1 Proposed amendments to the constitution must be submitted to the Secretary General 40 days prior to the published date of the Class General Assembly.

11.3.2 The agenda for Annual Class General Assembly Meetings shall include such matters as, Class Rules, Measurement Regulations, Election of Representatives, future championship sites and other windsurfing related matters.

Quorum

11.4.1 A quorum for Annual or Special Class General Assembly is 10 Delegates, three of who must be members of the Class Committee concerned.

11.4.2 No business other than the election of a chairman and the adjournment or termination of the meeting, shall be conducted at a Class General Assembly meeting at a time when a quorum is not present.

11.4.3 If, within 30 minutes from the time appointed for a Class General Assembly meeting, a quorum is not present, the meeting, if convened on the requisition of delegates, shall be terminated but in any other case, if three members of the Class Committee concerned are present then the delegates present shall constitute a quorum.

11.4.4 If no members of the Class Committee are present the meeting shall stand adjourned to the next most convenient date not more than 4 months later and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the delegates present shall constitute a quorum.

Chairman of a Class General Assembly Meeting

11.5.1 The Chairman of the Class Committee concerned, or failing him/her the Vice-Chairman, shall preside as chairman of the Class General Assembly.

11.5.2 If, at a Class General Assembly Meeting:

a) there is no Chairman, Vice-Chairman or other Class Committee Member present within 15 minutes after the time appointed for holding the meeting; or

b) the Chairman and all the other Class Committee Members present are unwilling to act as Chairman; the meeting shall stand adjourned to the next most convenient date not more than 4 months later, and if, at the adjourned meeting the Chairman , Vice- Chairman or other Class Committee Member is not present or is unwilling to act as Chairman, then the delegates present shall choose one of their number to be Chairman

Adjourned Meetings

11.6.1 A Class General Assembly Meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

a) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.

b) Except as provided in this Article, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

.Class General Assembly Voting Procedure.

11.7.1 Every resolution proposed at a meeting shall be seconded.

11.7.2 Decisions are to be taken by a simple majority of votes cast by delegates, by a show of hands or if requested by democratic vote by secret ballot. Votes may be given either personally or by proxy.

11.7.3 For a proxy vote to be valid:

11.7.3.1 The form of proxy must be handed to the Secretary General prior to the meeting in question

11.7.3.2 The names of all the Members authorising and authorised by proxy to vote must be announced at the beginning of the meeting

11.7.4 Equality of votes at a Class General Assembly Meeting

11.7.4.1 In case of an equality of votes the chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a Class General Assembly Delegate and the proposed resolution shall not pass.

12. OFFICERS AND OFFICIALS

Term of Office

12.1 An Officer or Official shall serve in his/her elected capacity for no more than four terms; A term is two years. Compensation & Reimbursement

12.1.2 All officers or Officials give of their time freely and voluntarily and shall not be reimbursed in any way for such but may be reimbursed for expenses necessarily and reasonably incurred while engaged in the affairs of the Association according to an annual budget approved by the Association Board. Unbudgeted expenses will not be reimbursed.

12.1.3 The exception to Art. 12.1.2 is the Secretary General who shall be paid a salary defined in a contract drawn up and approved by the Association Board

Indemnification

12.2 The Association shall indemnify its Officers or Officials including persons formerly occupying any such position, to the fullest extent permitted by law against all expenses, judgements, fines, settlements, and other amounts actually and reasonably incurred by them in connection with business, as that term is used in this constitution excepting as Art 8.1.2 applies.

Insurance

12.3 The Association shall purchase and maintain insurance to the full extent permitted by law on behalf of its Officers or Officials and other agents against any liability asserted against or incurred by any of them in such capacity or arising out of their status as such.

Designated Officers

12.4 Designated ‘Officers’ are scheduled below:

·          Class General Assembly Delegate is the representative of his/her ‘Association Full Member for that ISAF Class and may represent the views of one or more ISAF Class(s), if so authorised by his/her ‘Association Full Member;

·          President shall be proposed by his/her own Association Full Member and elected by the Association Board. He/she shall also act as chairman of the Association Board and the Management Committee Meetings. He/She may not be elected as any other officer or official during his term of office;

·          Vice President shall be proposed by his/her own Association Full Member and shall be elected by the Association Board. Where possible he/she should also be an elected Continental Chairman or Committee Chairman;

·          Chairman of Continental Co-ordinating Committee shall be proposed by his/her own Association Full Member and elected by the National IMCOs in that Continent;

·          Class Chairman, Vice Chairman & Class Committee — each individual standing for election shall be proposed by his/her own National Class Association “Full Member and elected by the Class General Assembly of the that Class at their World Championship;

·          Manufacturer’s Representative shall be appointed by the Brand Manager of Mistral;

·          Officers of Honour. On a proposal made by the President, the Annual Association Board Meeting may as a mark of respect or of appreciation for past services to the Association, elect an individual to an Office of Honour. Offices of Honour may include that of President of Honour or Vice President of Honour, or such other title of Honour as the Association Board may at the time of the election prescribe and are lifetime awards;

·          Honorary Treasurer shall be elected by the Association Board. He/She shall be a voting member of the Management Committee and shall in concert with the President and the Accountant is responsible for the prudent financial management of the Association.

Designated ‘Officials’

12.5 Designated officials are scheduled below:

·          Corporate Members Committee shall be elected by the Associate Members only;

·          Class Chief Measurers shall be elected by the relevant Class General Assembly and approved by the ISAF. Prior to proposing Class Rule changes to the ISAF, the relevant Class Chief Measurer shall first present them to the General Assembly of the Class concerned and seek their approval by democratic vote;

·          Class Measurers shall be elected by the relevant Class General Assembly. They may also be appointed to service the needs of a Class in a region or district as required;

·          Accountant shall be appointed by the Association Board. Re/she shall in concert with the President and the Treasurer be responsible for the prudent financial management of the Association. He/She shall not have a vote in the Association Board or the Management Committee.

13. COMMITTEES & MANAGEMENT

13.1 The standing committees of the Association shall be...

a)            The Management Committee;

b)            The Association Board;

c)            ISAF Class Committee. (one for each governed class)

d)            Continental Co-ordinating Committee (one per continent)

e)            Corporate Members Committee

f)             Class Measurement Committee

13.1.2 Each Committee should have a minimum of 30% women members and a minimum voting membership of 5 democratically elected people

13.1.3 A committee member is elected for a term of four years.

13.2 Management Committee

13.2.1 The affairs of the Association shall be managed on a daily basis by the Management Committee subject to the direction & approval by the Association Board.

13.2.2 The Management Committee shall endeavour to hold quarterly meetings. Constitution of the Management Committee

13.3.1 It shall include the President, Manufacturer’s Representative, Treasurer & two elected members from the Association Board voted by the members of the Association Board only.

13.3.2 The chairman shall be the President of the Association. In his absence, the assembled voting members shall elect a chairman from those present.

Powers and Duties of the Management Committee

13.4.1 It shall make recommendations & proposals to the Association Board

13.4.2 It shall be guided in its work by the ‘Aims & Objectives of the Association as set out in Art.2 above and this constitution;

13.5 Association Board

13.5.1 The affairs of the Association shall be managed by the Association Board being guided in its work by the ‘Aims & Objectives of the Association as set out in Art.2 above and this constitution.

13.5.2 The Association Board shall meet at least once per year. Constitution of the Association Board

13.5.3 The Association Board shall be comprised of the chairman of each class committee, the chairman of each Continental Co-ordinating Committee, if not otherwise represented, the Manufacturers Representative and the Treasurer only.

Powers and Duties of the Association Board

13.5.4 The Association Board shall elect from amongst itself the President, 2no. Vice Presidents, Committee Chairman, Committee Vice-Chairmen & Treasurer.

13.5.5 The Association Board shall elect from amongst itself the two remaining members of the Management Committee.

13.5.6 The minutes of all other committees shall be submitted to the Association Board for consideration and approval; If the Association Board is unable to approve a particular item in a set of committee minutes, it shall be referred back to the relevant committee with comments for further discussion.

13.6 Corporate Members Committee

Constitution of the Corporate Members Committee

13.6.1 There shall be an Associate Members Committee who shall be elected by the Associate Members only. The members of the Associate Members Committee shall represent the views of the Associate Members. The Committee may co-opt other Associate members to be ex-officio non-voting members or work on particular projects.

Powers and Duties of the Corporate Members Committee

13.6.2 With the approval of the Association Board, the Corporate Members Committee shall be a conduit for information from/to windsurf manufacturers, clubs, importers, retailers and other windsurfing related commercial interests.

13.6.3 It shall assist the Association’s Committees on which its members sit by bringing to the discussions its expertise with the object of ensuring professional results.

13.6.4 The Corporate Members Committee shall elect one member each to the Training & Development Committee and to the Media & Marketing Committee.

13.6.5 Two years prior to the Olympic Regatta, it shall receive the Training & Development Committee report giving its Olympic Equipment Recommendations and consider same, before making its recommendation to the Association Board one year before the Olympic Regatta.

13.7 ISAF Class Committees

Constitution of an 1SAF Class Committee

13.7.1 There shall be one ISAF Class Committee for each class governed by this constitution.

13.7.2 Each Committee shall have a chairman and vice chairman, elected by the class delegates appointed by each Full Member” of the Association at that Class’s General Assembly.

Powers and Duties of the Committee

13.7.3 Responsibilities include...

a) To represent the views of the Class concerned in the Association Committees;

b) To propose class regatta venues & dates to the Association Board;

c) To implement Class Rules, Measurement Regulations, Formats of Racing and Qualification Systems;

d) To prepare an Annual Activity Report;

e) To make recommendations on policy to the Association Board

13.8 Continental Co-ordinating Committee

Constitution of a Continental Co-ordinating Committee

13.8.1 There shall be one Continental Co-ordinating Committee formed for each continental area, consisting of elected officers of IMCO International, Nominated National IMCO Representatives, and Corporate Members who are ordinarily resident within the continent concerned.

Powers and Duties of Continental Co-ordinating Committees

13.8.2 Responsibilities include...

a) To elect from within itself one Chairman & Vice Chairman;

b) implementing policy decisions made by the Association;

c) enabling communication between National Associations, ISAF Member National Authorities, and Corporate members within the continent;

d) encouraging the development of One Design Racing by organising training camps and seminars;

e) identifying sites for Continental Championships based on the requirements of the Association;

1) developing continental regatta circuits and ranking lists according to criteria laid down by the Association;

g) establishing contacts with the media and potential sponsors;

h) making regular news reports to the International Office.

Proceedings of Continental Co-ordinating Committees

13.8..3 These Committees shall meet at a suitable Continental Championship or regatta.

13.8.4 Meetings shall be chaired by the Continental Delegate to the Association Board , wherever possible.

13.8.5 To implement the policies and strategies of the Association as decided by the Association Board; act as a conduit for information and ideas; and promote the activities of the ISAF Classes governed by this constitution.

13.9 Class Measurement Committee

Constitution of a Class Measurement Committee

13.9.1 The Class shall elect a measurement committee

Powers and Duties of the IWA Measurement Committee.

13.9.2 The Committee shall elect a chairman, who shall be the Class Chief Measurer. He/she shall be an ISAF approved International Measurer.

13.9.3 The Committee shall assist the class chief measurer in the performance of his duties including

a) Implementing the class rules in a fair and equitable manner;

b) Resolving questions relating to the Class Rules;

c) Liasing with the ISAF as necessary;

14. PROCEEDINGS & VOTING PROCEDURE - GENERALLY

Committee Meetings

14.1 Each Committee shall hold at least one meeting in each calendar year at which a quorum is present.

14.2 A quorum shall consist of 4 members of that committee.

14.3 Members may take part from remote sites, using a teleconference facility

14.4 Decisions are to be taken by a simple majority of votes cast by delegates, by a show of hands or if requested by democratic vote by secret ballot. Votes may be given either personally or by proxy.

14.4.1 In the Association Board only, a Class Chairman of an  "international" Class shall have two votes and a Class Chairman or a “Recognised” Class shall only have one vote in common with the other members of the Association Board. 

14.5 Every resolution proposed at a meeting shall be seconded. The Chairman of a meeting may move, propose or second a resolution.

14.6 In case of an equality of votes the chairman shall not have a casting or second vote in addition to the vote to which he is entitled and the proposed resolution shall not pass.

14.7 For a proxy vote to be valid:

14.7.1 The form of proxy must be handed to the Chairman of the relevant committee prior to the meeting in question.

14.7.2 The names of all the Members authorising and authorised by proxy to vote must be announced at the beginning of the meeting

14.7.3 Committees may appoint working parties or commissions to work on particular projects or develop specific ideas; wherever possible these are to be staffed by individuals with specialist knowledge of the subject concerned and relevant class representatives.

14.7.4 Each member of the Management Committee, Association Board or Class Committee may not sit on more than one other designated committee.

14.7.5 The chairman of a committee may nominate an individual to fill any casual vacancy within his/her committee after the approval from the members of that committee.

14.7.6 A representative of the Corporate Members Committee may not be the Chairman of a Committee, other than the Corporate Members Committee.

15. NOTICES TO MEMBERS AND COMMUNICATIONS.

15.1 A notice may be given to a Member or Delegate, either personally, by mail to him at his registered address or bye- mail.

15.1.1 A notice sent by mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that notice has been given it is sufficient to prove that notice was properly addressed and put in the post office receptacle.

15.1.2 Notices of a general meeting shall be given to:

a) Every Member shown on the register of Members on the day notice is given; and

b) the auditor, if Part 12 applies.

c) No other person is entitled to receive a notice of general meeting.

15.2 Communications shall be made in the quickest most appropriate way.

15.2.1 Official notifications and requests shall be made by letter/fax.

15.2.2 Class officers & officials shall use E-Mail for daily communication, if possible.

16. SECRETARY-GENERAL

16.1 He/She shall be contracted by the Association Board for such time at such remuneration and upon such conditions

as it may think fit.

16.1. Association Board may also remove the Secretary- General so appointed.

16.1.2 Subject to the Association Board, the Secretary-General shall be responsible for the maintenance of a secretariat adequate to deal with the affairs of the Association.

16.2 He/she shall cause proper minutes to be kept of proceedings of each Class General Assembly and the Association Board as well as, the standing Committees and other General Meetings.

16.3 He/She shall be a non-voting member of the Association Board.

17. AUDITOR AND FINANCE

Auditor

17.1 The Management Committee shall employ an independent accountant on an annual basis to prepare a report, which shall detail the revenue/expenditure of each class governed by this constitution within the accounts. This shall be circulated to all Members.

17.1.1 The Association Board shall approve the annual Revenue/expenditure budget prepared by the Management Committee. 

17.1.2The Association Board shall appoint the first independent accountant who shall undertake to promptly fill all vacancies occurring in his/her office.

17.1.3 The position of the independent accountant shall be reviewed annually by the Association Board.

17.1.4 The independent accountant may be removed by ordinary resolution of the Association Board.

17.1.5The independent accountant shall be promptly informed in writing of appointment and removal.

17.1.6 No Officer, Official or employee of the Association shall be appointed as the independent accountant.

17.1.7 The independent accountant may attend Association Board Meetings.

17.2 The Honorary Treasurer shall be responsible to the Association Board for the proper accounting of all monies.

17.3 Bank statements shall be presented quarterly to the President.

17.4 Each ISAF Class governed by this constitution cedes all their revenue to the Association. The ISAF Class(s) may otherwise retain their funds for use as they see fit including the making of loans to the Association.

Cheque Signatories

17.5 No payments may be made that have not been budgeted. Before an officer or employee commits to any form of expenditure, they should be sure that it is a budgeted item.

17.5.1 Payments of over £500 sterling shall be authorised by the signature of the treasurer.

17.5.2 Payments under this figure may be authorised by the treasurers signature on its own only if they fall within the agreed annual budget and are supported by the necessary documentation.

Borrowing

17.6 In order to carry out the purposes of the Association, the Association Board may, on behalf of and in the name of the Association, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting the foregoing, by the issue of debentures.

17.6.1 No debenture shall be issued without the sanction of a special resolution.

17.6.2 The Association Board may by special resolution restrict the borrowing powers of the Association, but a restriction imposed expires at the next Annual Association Board Meeting.

18. DISSOLUTION

18.1 Dissolution shall be decided by a vote of not less than two thirds of the Annual Association Board Meeting.

18.2 All funds remaining after settlement of all accounts shall be shared among the Full Members in proportion to the annual subscription paid by each Full Member in the last two years of the Association’s existence.

19. SEAL

19.1 The Directors may provide a common seal for the Association and may destroy a seal and substitute a new seal in its place.

19.2 The common seal shall be affixed only when authorised by a resolution of the Association Board and then only in the presence of the persons prescribed in the resolution or, if no persons are prescribed, in the presence of the President and Secretary General or President and Treasurer.

20. BYLAWS

20.1 On being admitted to membership, each member is entitled to and the Association shall give him, without charge, a copy of the constitution and bylaws of the Association.

20.2 The Association Board may make by-laws for the purpose of carrying out the objects of this constitution and of the Association, which shall be numbered as follows... (See appendix 1 for schedule of existing by-laws)

a) 1>10 objects of this constitution and of the Association;

b) 11>20 IMCO Class Association

c) 21>30 MJOD Class Association