PHRF of the Chesapeake By-Laws

Article I - Name

Section 1.1 - The name of this Association shall be PHRF of the Chesapeake, Inc.

Article II - Objectives

Section 2.1 - It shall be the prime objective of this Association to promote the sport of handicap racing of sailing sailboats for the exclusive enjoyment of its members.

Section 2.2 - The Association shall promote the sport of PHRF racing of sailing yachts by following fleet policies that have been approved and adopted by the Board of Delegates.

Article III - Members

Section 3.1 - Any person, representing themselves, a syndicate, or an organization, who is the owner or charterer of a sailboat principally berthed, or raced, is eligible for membership in this Association. Only owners, or charterers, who are members of CBYRA, or a club belonging to CBYRA, are eligible to hold office in this Association. Membership applications must be provided in writing on the current year application form approved by a Chief Handicapper and the Executive Committee.

Section 3.2 - Non-Certificate Member Any person who is a member of CBYRA or a club belonging to CBYRA and who has held a PHRF certificate for five years is eligible for membership in this Association upon written application in form approved by a the Executive Committee.

Section 3.3 - Any person may apply for Associate Membership to PHRF of the Chesapeake. This category is for people who wish to belong to PHRF of the Chesapeake and receive its publications, excluding valid lists, but do not own a sailboat that qualifies for membership under the rules of PHRF of the Chesapeake. Associate Members may not hold office in PHRF of the Chesapeake, do not count toward total membership for voting, and may not represent clubs as Delegates.

Article IV – Board of Delegates

Section 4.1 - Management of the affairs of this Association is vested in a Board of Delegates which shall have full power to effectuate the purposes of this Association and to take such actions and adopt such Rules, not inconsistent with these By- Laws, as it may deem necessary or desirable for the furtherance of the purposes of this Association.

Section 4.2 - Each club having at least five members of the Association among its membership shall be entitled to appoint one member of this Association to serve as a member of the Board of Delegates. Such appointments shall be made by election by Association members belonging to each club or in the absence of such election, by the Commodore of the club whose members the Delegates is to represent.

Section 4.3 - Each Delegate shall serve at the pleasure of the club which appointed him/her and any club shall have the power to remove its Delegate with or without cause and to appoint a successor in the case of a vacancy caused by such removal or by any other reason.

Section 4.4 - The Board of Delegates shall meet at least annually in order to manage the affairs of the Association. This meeting can include the use of teleconferencing to facilitate participation by delegates. Time and place of each annual or special meeting shall be fixed by the President or Vice Presidents. No less than ten days written notice of the time, place and teleconferencing of each meeting shall be given to all members of the Board. Any delegate may waive notice of any meeting by written instrument signed before or after such meeting. Special meetings of the delegates to a region or to a sub-region may be called by the President to conduct business matters which affect only the particular region or sub-region. Management of the affairs of this Association and adoption of Association changes can occur using collaboration tools, internet technologies and collaboration techniques provided the entire board is included in the communications and all votes are properly accounted for and recorded for all decisions.

Section 4.4.1 - The delegates representing a particular region, or sub-region, are required to approve changes in the Class Splits for that region or sub-region prior to the next racing season. Proposed changes in the Class splits will be announced to the membership and published on the Association web site 30 days in advance including rationale for the change to allow for membership input/feedback shall require a simple majority of the Class, Region, or Sub-region to be enacted. Proposed changes in class splits at a Class, Regional, or Sub-Regional meeting and NOT PREVIOUSLY ANNOUNCED to the membership as described above shall require a Super (2/3) Majority to be enacted. All efforts will be made to ensure membership is aware of proposed changes prior to votes and enactment. There shall be no changes to the PHRF class splits for any region after 15 February of the year for which the changes are proposed.

Section 4.4.2 - The Executive Committee may appoint representatives to fulfill the roles and responsibilities described in our Fleet Policies and promote participation of PHRF of the Chesapeake members in the sport of handicap racing of sailing yachts.

Section 4.5 - At meetings or collaborative decisions of the Board of Delegates each Delegate shall have a number of votes equal to the number of members of this Association belonging to the club which appointed him/her. Delegates representing a majority of the total number of such votes shall constitute a quorum for the transaction of business and the affirmation approval of a majority of the quorum present shall be necessary for the approval of any resolution or the taking of any action. Any delegate unable to attend a meeting or collaboration may appoint (in writing) another member of the Association to act as his/her proxy at the meeting. The Board may also act without a meeting by written instrument signed by all members of the Board.

Section 4.6 - The Vice-Presidents of this Association shall represent and vote as Delegates for all sailboats registered with Chesapeake Bay Yacht Racing Association as their club. Vote will be on the basis of regional location.

Article V - Officers

Section 5.1 - The officers of this Association shall consist of a President, Vice President, Secretary, and Treasurer, who shall be elected from among the membership of the Association by the Board of Delegates at its annual meeting and shall serve without compensation for the ensuing Year, except that any officer may be removed by the Board of Delegates at anytime with or without cause. The immediate past President shall continue to serve as an officer of the Association until the term of the current president expires. Vacancies shall be temporarily filled by the Executive Committee and shall be permanently filled by the Board of Delegates either at the Annual Board of

Delegates meeting or a Special Meeting called by the President or a Board collaboration. No person shall hold more than one office at the same time except that one person may hold the offices of Secretary and Treasurer.

Section 5.2 - The President of the Association shall be selected from among the membership of the Association and subject to the board of Delegates, shall be the Chief Executive Officer of the Association, shall preside at meetings of the Board of Delegates and shall have other duties as may be assigned to him/her by the Board of Delegates.

The President shall oversee the development and maintenance of the Association's administrative Policy and Procedures for the operation of the Association. These will include position descriptions and roles of the Executive Board and functions to be performed by, or at the direction of the board. This will include proposed changes to the By-Laws, Fleet Policies, and handicapper policies, information system/web site, etc. These Policies and Procedures will be approved by the Delegates prior to implementation/changing by annual or other special meeting.

Section 5.3 - Two Vice Presidents of the Association shall be selected from among the membership of the association: one from Region IV and one from the remaining regions as defined by CBYRA. They shall assist the President in the performance of his/her duties, shall preside in his/her absence and shall have other duties as may be assigned to him/her by the Board of Delegates or the President.

Section 5.4 - The Secretary of the Association may, but need not, be a member of the Board of Delegates. The Secretary shall administrate and manage the records of the Association. The Secretary shall provide data entry and ensure the accuracy of the membership database. The President of the Association may also appoint an Executive Secretary who shall assist the Secretary with the keeping of records, the mailing of notices and other correspondence, etc. The Executive Secretary need not be a member of the Association and may be compensated in a manner as the Board of Delegates decides. This compensation shall be reviewed and approved as appropriate but at least annually by the Board of Delegates.

Section 5.5 - The Treasurer of this Association may, but need not be, a member of the Board of Delegates. The Treasurer shall have custody of the funds of the Association and shall be responsible for the receipt and disbursement of funds subject to the instructions of the Board of Delegates. The Treasurer shall develop an annual budget in coordination with the Executive Committee; and provide delegates and members of the executive financial statements compared to the budget and a balance sheet of the Association quarterly.

Section 5.6 - The immediate Past President shall continue to be a member of the Executive Committee. If the immediate Past President does not continue as a member of the Association, this position shall be vacant until election of a new President of the Association. The Past President shall assist new Officers in the transition into their new position, and may have other duties as assigned by the Board of Delegates or the President.

Section 5.7 -The day-to-day decisions affecting the PHRF of the Chesapeake shall lie with the Executive Committee, compose of the President, the two Vice Presidents, the Secretary, the Treasurer and the Immediate Past President. Any and all such decisions must conform to the existing by-laws and be subject to approval or modification at a meeting of the Board of Delegates at a meeting or collaboration.

Section 5.8 - Service Fees. The Executive Committee is authorized to establish and administer service fees.

Section 5.9 -The Secretary, or if designated, the Executive Secretary, shall at the direction of the Executive Committee, make editorial changes to the by- laws and fleet policies to ensure the web site is up to date and for continuity in the Yearbook.

Section 5.10 – The executive board may, if deemed necessary, take disciplinary action against a member, delegate, or handicapper upon a majority vote of the board. Action may include suspension or revocation of membership. If disciplinary action is deemed necessary by a member of the board against another member of the board, a resolution may be drafted to be reviewed by the delegates. The resolution must include the recommended action (eg: suspension or removal from the board, suspension or removal from membership), and reasons for the recommendation. The Board of Delegates, once informed has 30 days to adopt the recommendation, offer an alternative recommendation, or form a committee of delegates/ex-board members to review and make a recommendation to be voted on by the delegates. If no action has been taken in 30 days, the recommended action will be deemed accepted.

Article VI - Handicappers

Section 6.1 - The Regional Vice Presidents shall nominate Chief Handicappers for their respective regions, to be approved by the Executive Committee: one from Region IV and one from the remaining regions as defined by CBYRA. If the Association cannot appoint two Chief Handicapper positions, one Chief Handicapper will preside over the decisions and activities of boat handicapping boards whether in person or remotely. If a Chief Handicapper chooses not to continue, he shall notify the President at least sixty days before the next Board of Delegates meeting or collaboration. The Chief Handicappers may be Area Handicappers, but need not be. The duties of each Chief Handicapper shall be to preside at meetings of the Board of Handicappers and to make final decisions with respect to handicaps in case of irreconcilable conflict among the Board of Handicappers. The qualifications for Chief Handicapper nominees including their sailing, racing and handicapping expertise to include analytical and administrative abilities shall be provided to the Board of Delegates 30 days prior to a meeting or collaboration for review and discussion prior to the Executive Committee decision.

Section 6.2 - The Chief Handicappers shall appoint such numbers of Area Handicappers as may in their judgment be appropriate to handicap member's sailboats, to be approved by the Board of Delegates at the Delegates meeting or collaboration. Each Area Handicapper so appointed shall be responsible for handicapping the sailboats in a specific area assigned to him/her. The chief handicapper of either region will have the authority to assign replacement handicappers if an individual handicapper is no longer able to serve. The numbers and qualifications for new Area Handicapper nominees including their sailing, racing and handicapping expertise to include analytical and administrative abilities shall be provided to the Board of Delegates 30 days prior to the Delegates meeting or collaboration for review.

Section 6.3 - The Handicappers appointed pursuant to Sections 6.1 and 6.2 shall constitute a Board of Handicappers for Region IV and a Board of Handicappers for the remaining Regions and each shall periodically communicate to establish or confirm handicaps for new sailboats located within their Regions, and to consider old handicaps previously granted. Establishment or change of handicaps shall be by majority vote. If the Board of Handicappers shall establish two different ratings for the same kind of boat, the two Chief Handicappers shall resolve the difference, and insure the final base rating falls in the normally prescribed rating differential.

Article VII - Handicaps

Section 7.1 - Handicaps shall be based primarily on the performance potential of sailboats. A handicap assigned to a sailboat of a type not previously rated may be based on any data or formula the Area Handicapper deems appropriate, including the measurements of the sailboat as submitted by the applicant or of comparable sailboats. Base handicaps shall be in three-second increments. The Boards of Handicappers will provide documentation describing the sources of performance potential data used in their handicapping, analytical processes followed for new or previously rated yachts, comparable yachts used for reference or comparison and consideration for previously granted handicaps, basis for final determinations and verification/validation of handicaps assigned to yachts in this region.

Section 7.2 - Handicaps shall be assigned to sailboats by the Area Handicapper for the area in which the boat is located. If a sailboat is different from one previously rated by the Association, the Area Handicapper shall present the application at the next Board of Handicappers meeting, with his/her recommendation for a Valid Rating. If the sailboat is a standard class sailboat, the Area Handicapper may assign a Provisional Rating Certificate, which is valid until the next Board of Handicappers meeting or an issue of a new Provisional Rating Certificate. Handicaps may not be assigned by an Area Handicapper for a new class of boat, a one-of-a-kind boat or an Unconventional Craft until approved at a Board of Handicappers meeting. The Boards of Handicappers will provide documentation describing the information used by the Area Handicapper as the basis for the recommended Valid or Provisional Rating of new or existing yachts.

Section 7.3 - The Executive Committee shall provide data entry, data integrity and quality assurance of the list of handicaps and valid certificates for sailboats rated by the Board of Handicappers which shall be kept current, updated and published on the Association website.

Section 7.4 -Paragraph deleted.

Section 7.5 - Changes in handicaps shall be made whenever the results of racing or other data indicate an adjustment is necessary in order to provide equitable handicap racing. Any rating assigned by the Handicappers may be appealed by the member owning the sailboat involved or any other member, therefore full disclosure of the basis for handicap must be maintained on the Association web site and be made available to all members. Appeals must be in writing and must be supported by data regarding the performance of the sailboat involved and other pertinent information, as prescribed in the appeal section of the Association web site.

Section 7.6 - PHRF of the Chesapeake retains the right to revise, refuse, or revoke a rating certificate. Refusal or revocation of rating certificates shall not be without sufficient cause and justification. A boat found to be sailing in violation of the agreement on the current rating certificate is subject to review. Any action to refuse or revoke a rating certificate shall be based on a detailed review by an ad hoc committee, appointed by the President. The ad hoc committee shall determine any justification for such action and report their findings and recommendations to the President. The President shall present the findings of the committee to the Executive Committee of the Association, who shall determine if any final action is required. Final action, depending on the severity of the violation, may include refusal or revocation of the rating certificate through the remainder of the current year, or up to the end of the following year. The members of the ad hoc committee shall be chosen from the Officers, Delegates, and Handicappers of the Association representing the region in which the boat under review sails. The ad hoc committee shall include the regional Vice President, at least two (2) delegates, the regional Chief Handicapper, and the area handicapper familiar with the boat under review. All actions to refuse or revoke a rating certificate may be may be appealed to PHRF, after the end of the period of exclusion, by re-application for a new valid certificate. Actions by PHRF of the Chesapeake to refuse or revoke a rating certificate shall be forwarded to CBYRA.

Article VIII - Sailboats

Section 8.1 Sailboats rated by this Association shall be a minimum of 18 feet in hull length and shall be single hulled cruising type, self-righting, with enclosed cabin. Sailboats less than 18 feet in hull length, and meeting the above requirements may be rated in equipment category NS only. Multihull sailboats are no longer rated.

Section 8.2 - Sailboats shall carry such equipment as the Board of Delegates may from time to time prescribe by Rules adopted as herein provided.

Section 8.3 - A sailboat shall be considered to have a Valid PHRF rating when:

a. She has been issued a current Valid Rating Certificate from PHRF of the Chesapeake, and

b. She is listed on the most recent Valid List (excluding sailboats in their first 31 days), and

c. Her measurements and construction features are the same as those listed on the application for certificate of rating and she carries onboard all items on the special regulations for safety requirements list.

A sailboat's rating shall be declared invalid during any period of time when any of the above conditions are not met.

Article IX – Committee

Section 9.1 -The President may appoint such committees as he may deem necessary or desirable to assist him/her in the performance of his/her duties or to study and report with respect to any matter relating to the purposes or business of the Association.

Section 9.2 -The President shall appoint a Nominating Committee from among the members of the Association and shall publish a slate of nominees before the Annual Meeting.

Section 9.3 -The President may appoint a member, who is not on the Executive Committee, to serve with the Executive Committee in the evaluation of grant requests made to the PHRF of the Chesapeake Foundation.

Article X - Dues

Section 10.1 - Annual dues by members shall be fixed by Rule adopted by the Board of Delegates and shall be due January 1, and shall be delinquent April 1. Renewals received April 1, or after must pay the same dues as a new application.

Section 10.2 - Income from dues, together with any other income, shall be used in such manner as the Board of Delegates shall determine. As part of the annual budget process, the Executive Committee will propose to the board of delegates an amount to provide as a charitable contribution to deserving sailing organizations and/or individuals to encourage Chesapeake Bay sailing.

Article XI - Amendments

Section 11.1 - These By-Laws may be amended by the Board of Delegates at any meeting by affirmative vote of two-thirds of the total number of votes, which could be cast if all members were represented at the meeting provided that notice of the proposed change has been included in the written notice of the meeting.

Approved January 30, 1977 Revised November 20, 1993 Revised November 15, 2003

Revised November 19, 1983 Revised November 18, 1995 Revised November 13, 2004

Revised March 4, 1984 Revised November 16, 1996 Revised November 19, 2005

Revised November 17, 1984 Revised November 22, 1997 Revised November 4, 2006

Revised November 16, 1985 Revised November 20, 1999 Revised November 10, 2007

Revised November 15, 1986 Revised November 18, 2000 Revised November 8, 2008

Revised November 21, 1987 Revised November 9, 2002, Revised November 12, 2016, Revised November 4, 2017

Revised November 11, 2021, Revised November 29, 2022