1. NAME: The name of this organization shall be the Ensign Class Association.

2. OBJECT:

A. To promote and develop Ensign class racing under uniform rules and to maintain rigidly the one-design feature of the Ensign.

B. To promote the use of the Ensign as a family boat for recreational sailing.

C. To promote the education of the public, and particularly the youth in sailing in general and sailboat racing; to promote safe sailing and boat handling, to promote compliance with the Rules of US SAILING known as "Racing Rules of Sailing" (RRS); to educate the public and particularly the youth on the proper and necessary equipment of sail boats.

3. Emblem/Burgee: The Emblem of the Ensign Class Association shall be the red block letter “E” surrounded by six blue stars arranged as shown (see Emblem Diagram). The burgee of the Ensign Class Association shall be a white dovetailed burgee having a red stripe along the upper and lower edge and the Ensign Class Emblem vertically centered in the field. The dovetail angle shall be 120 degrees. The red stripe width shall be approximately 10% of the height of the burgee at the center of the Ensign Class Emblem. The block E is 25% of the height of the burgee at the location of the block letter E. The diameter of the circle of the centers of the stars on the burgee shall be twice the height of the block letter E. The upper and lower edges on the burgee are tapered 4 degrees towards the center of the dovetail.

4. CLASS DESIGN: The boat is a 22 1/2-foot fiberglass keel-type sloop designed by Carl A. Alberg, originally manufactured by the Pearson Corporation, introduced in 1962 as the Electra Day Sailor, and subsequently renamed the Ensign.

5. ORGANIZATION AND MEMBERSHIP:

A. Any owner or bona fide charterer of an Ensign may apply for membership in the Association. They shall join, if possible, through an Ensign fleet on whose waters they normally sail. The power to accept or reject an application for membership is vested in each fleet, but any application is subject to refusal, for cause, by the Governing Committee.

B. The fleet, a territorial branch or unit open to all eligible individuals, shall elect its own officers, always to include a Fleet Secretary. It shall be self-governing in all local matters that do not conflict with the Association's rules.

6. FLEET CHARTERS: The Governing Committee may grant Fleet Charters to each fleet consisting of three or more owners upon application to the Association Secretary. Charters shall be revoked by the Governing Committee upon failure of a fleet to maintain a minimum number of members in good standing or other adequate cause.

7. DUES AND MEMBERSHIP:

A. Regular Members of the Ensign Class Association shall be owners, part owners and bona fide charterers of Ensigns registered upon payment of dues. However, in all matters requiring representation and voting, each boat shall be limited to a single vote.

B. The organization may accept as Associate Members all persons interested in the class, but no Associate Member shall be entitled to representation or to vote.

C. The Governing Committee shall determine the dues.

D. Applicants who are not members of local fleets shall remit dues directly to the National Ensign Class Association Treasurer.

E. Fleets may collect National dues and in turn remit them to the National Ensign Class Treasurer. This includes both Regular and Associate membership. With remittance the following information should be included:

1. Boat number and name

2. Member's name

3. Address

4. Fleet

5. Phone numbers (home, work, FAX)

6. E-mail address

7. Class tax deductible donation

8. Other information as may be requested

F. Dues notices should be mailed by the Executive Secretary or Treasurer at the first of the year.

G. After initial dues collection efforts by the fleets, the Executive Secretary will conduct follow-up national dues collection directly, keeping fleets informed periodically of the results.

8. GOVERNING COMMITTEE:

A. The powers of the Association shall be vested in and administered by a Governing Committee, consisting of the six (6) elected officers as listed below and the immediate former Officers.

B. The six officers shall be elected at an Annual Meeting for a two-year term.

C. The Governing Committee shall uphold the Association rules, grant or revoke fleet charters, sanction or ban Ensign races, fill vacancies in office, conduct all business and determine the policies of the Association.

D. The current Officers shall each have one vote. The immediate former Officers, called the National Advisory Committee, shall have one vote as a group, determined by the simple majority of such Former Officers voting. If their votes were tied aye and nay, there is no resulting "one vote." If only one immediate former Officer votes, that Officer's vote shall be counted as the "one vote" of the National Advisory Committee.

E. An affirmative vote of four of the seven votes of the Governing Committee shall decide all questions.

F. Elected Officers and their Duties:

1. Commodore: The Commodore shall preside at meetings, shall rule on procedure and appoint special committees, and shall be empowered to call meetings.

2. Vice Commodore-Regional Affairs: The Vice Commodore-Regional Affairs shall, through appointed correspondents, communicate with an appointee in each of the various fleets, in order to reflect the fleet's views at Governing Committee meetings, and shall also be responsible for the promotion of Ensign activity on the inter-fleet level.

3. Vice Commodore-Rules: The Vice Commodore-Rules, shall with the aid of the Rules Committee, pass on all questions relative to eligibility of boats and equipment, interpret the rules and specifications, and recommend to the Governing Committee any advisable alterations or additions to the class rules.

4. Vice Commodore-Publicity: The Vice Commodore-Publicity shall be responsible for public relations and advertising of the Association, and shall act as class liaison with the interested public.

5. Secretary: The Secretary shall keep the minutes and write national bulletins to the membership and shall be responsible for corresponding with members.

6. Treasurer: The Treasurer shall deposit all funds, keep financial records, make necessary disbursements and maintain the membership and mailing lists.

G. Appointed Officers and Their Duties

1. Rear Commodore – Editor: The Rear Commodore-Editor shall publish the Ensign Class Newsletter and/or the Ensign Class Yearbook.

2. Rear Commodore – Boat List: The Rear Commodore-Boat List shall be responsible for advertising the availability of Ensigns on the market.

3. Rear Commodore – Webmaster: The Rear Commodore-Webmaster shall be responsible for maintaining the Ensign Class Association Website.

The Commodore with approval of the Governing Board appoints the above officers annually. These officers have a non-voting status relative to the Governing Board.

9. COMMITTEES:

A. THE NOMINATING COMMITTEE: Shall consist of three members, each from a different fleet, appointed by the Commodore at an Annual Meeting, which committee shall nominate the Officers for the following term.

B. THE RULES COMMITTEE: Shall be appointed immediately after each Annual Meeting by the Commodore. The Vice Commodore-Rules shall chair it and its other members shall hold office for one year. It shall assist the Vice Commodore-Rules in carrying out the duties of that office.

C. TECHNICAL DEVELOPMENT COMMITTEE: Shall be regular or associate members appointed by the Commodore to oversee the construction of non-Pearson built Ensigns. The purpose of the committee is to assure new boats are built to the same or equivalent specifications as the Pearson built Ensigns in order to maintain the “one design” characteristics.

D. ENSIGNS FOREVER COMMITTEE: Shall be regular or associate members appointed by the Commodore to promote the Ensign in the sailing community and be responsible for ensuring that a plan is in place to maintain the ability to produce non-Pearson built Ensigns. To support this, the Ensigns Forever Committee will raise voluntary funds from the sailing community and ECA members in excess of dues. The Committee will communicate with the Ensign builder in regards to contracts, the preservation of ECA assets and forecasting potential expenditures that may be requested from the ECA.

10. MEETINGS:

A. Annual Meeting:

1. The Annual Meeting shall be held between October 1st and March 31st at a time and place to be designated by the Governing Committee. The members shall be notified of this meeting at least thirty days in advance of the date selected. A quorum shall consist of the presence of at least five Regular Members. Voting shall be by Regular Members who shall be entitled to one vote for each boat enrolled, and the majority vote of those present then in good standing in person or by proxy shall be sufficient. A proxy must be in writing.

2. The order of business at an Annual Meeting shall be as follows:

a. Call to order.

b. Roll call.

c. Reading of the minutes.

d. Report of the Officers.

e. Discussion of Governing Committee Rulings.

f. Other Business.

g. Election of Officers.

h. Adjournment.

B. Special Meetings:

1. A Special Meeting shall be called by the Commodore upon request of the Governing Committee or upon written request to the Secretary by members of at least twenty-five percent of the total number of active chartered fleets.

2. The Secretary shall give to all members not less than two weeks written notice of the purpose, time and place designated by the Commodore for any Special Meeting.

11. AMENDMENTS: The Association rules may be amended only at an Annual or Special Meeting by two-thirds vote of the total number of boats represented at the meeting in person or by proxy provided, however, that the proposed amendment shall be set forth in the notice of the meeting.

12. DISSOLUTION: In the event of dissolution of the Ensign Class Association, all of the remaining assets and property of the Association shall, after payment of all necessary expenses thereof, be distributed to US SAILING or to other organizations that qualify under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or to the Federal government or State or local governments for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.

13. PURPOSES:

A. Notwithstanding any other provisions of these articles, the Ensign Class Association (the Association) is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under IRC 501(c)(3) or corresponding provisions of any subsequent law.

B. No part of the net earnings of the Association shall inure to the benefit of any member, trustee, director, officer of the Association, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Association), and no member, trustee, or officer of the Association or any private individual shall be entitled to share in the distribution of any of the Association’s assets on dissolution of the Association.

C. No substantial part of the activities of the Association shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC 501 (h) or participating in, or intervening in (including the publication or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.

D. In any year in which the Association is a private foundation as described in Section 509(a), the Association shall distribute its income for said period in such time and manner as not to subject it to tax under IRC 4942, and the Association shall not:

1. Engage in any act of self-dealing as defined in IRC 4941(d),

2. Retain an excess business holding as defined in IRC Section 4943(0),

3. Make any investments in such a manner as to subject the Association to tax under Section 4944, or

4. Make any taxable expenditure as defined in IRC 4945(d) or corresponding provisions of any subsequent Federal tax laws.
 Amended February 8, 2014