 About the YCL
In this new era of global economy, members of the yacht brokerage community realize that the Internet is going to be an integral part of every business. Every day there are new developments and every day we see new changes in the manner in which we conduct our business.
Yacht Council Limited (the Council) was formed in June, 2000, to take advantage of the existing professional organizations in the brokerage industry to pull together a cohesive, effective group of yacht brokerage professionals and facilitate the more effective use of the these new developments.
What is the Mission of the Council?
"The Yacht Council Limited is the industry owned and operated, unified voice of professional yacht broker associations worldwide. Its mission is to enhance and promote industry identity, professionalism, education, ethics and cooperation through the establishment and maintenance of common standards and business practices, communications and education."
What Professional Associations are part of the Council?
There are currently five professional yacht broker associations that have purchased shares in Yacht Council Limited, Florida Yacht Brokers Association (FYBA) owns 5 shares. Mediterranean Yacht Brokers Association (MYBA) owns 5 shares. Yacht Brokers Association of America (YBAA) owns 5 shares. California Yacht Brokers Association (CYBA) owns 5 shares. Northwest Yacht Brokers Association (NYBA) owns 5 shares.
Candidates for purchasing shares of the Council must be approved by the Board of Directors. Some existing and reputable associations are on a list of desirable candidates for purchasing shares to the extent that a number of shares have been reserved for those associations. Following is the list currently being assumed by the Board. The number of shares has been determined loosely by the contribution an association membership has made to worldwide yacht sales in terms of dollar volume.
| YBDSA |
| British Columbia Yacht Broker Association |
| HISWA |
| South East Asia |
| Boating Industry Association of New Zealand |
The cost per share is $1,500.
What Services will the Council Provide?
The Council will provide a number of services to the shareholding associations, the majority of which will be undertaken and managed by committees, comprised of volunteer members of shareholder associations. Such committees will be facilitated and coordinated with the assistance of the Executive Director. Projected Council services are as follows:
Multiple Listing Service: The Council will form a partnership with a MLS service provider, to manage the listing database. The service will be cost effective and managed with full input and participation by the Council as represented by the MLS Committee. It is anticipated that the MLS partnership will eventually provide much, if not all, financial resources required to fund the Council budget.
BY LAWS: The Council will maintain and update By Laws to keep them relevant to the business of the day.
Ethics Committee: To be charged with maintaining a proper, global standard of Ethics for the Yacht Brokerage Industry. This committee will intercede, when called upon, to resolve disputes that may arise between associations.
Legislative and Regulatory Policies Committee: To be charged with putting forward information on relevant modifications to laws, worldwide, that effect yacht brokerage. This committee will also be charged with initiating lobbying efforts to facilitate yacht brokerage.
On-Line News Letter: Quarterly Newsletter should be posted on the MLS, proprietary to brokers.
Online Information Bulletin Boards: Information bulletin boards should be made available to all shareholder associations and their respective members with pertinent facts that emerge concerning the conduct of yacht brokerage internationally.
Education: Promote education through seminars and/or online courses to be provided on a myriad of topics, from MCA to negotiating skills, etc.
Boat Show Committee: To be charged with researching and liaison with industry shows.
Group Purchase Benefits
Insurance, especially Bonding, phone rates and perhaps travel may be provided at reduced rates if purchased on a larger scale.
How is the Council Governed?
Name, Purposes and Powers:
Name of Corporation: The name of this corporation shall be Yacht Council Limited, herein referred to as the "YCL" or the "Corporation".
Purpose: The Corporation is organized as a not-for-profit corporation and shall be operated exclusively for the purposes set forth in the Certificate of Incorporation of this Corporation or as otherwise amended. The Mission Statement is as follows:
"The Yacht Council Limited is the industry owned and operated, unified voice of professional yacht broker associations worldwide. Its mission is to enhance and promote industry identity, professionalism, education, ethics and cooperation through the establishment and maintenance of common standards and business practices, communications and education."
Corporate Office: The Registered Office of the YCL shall be at the offices of Ansbacher (BVI) Limited, International Trust Building, Wickhams Cay, Road Town, Tortola, British Virgin Islands or at such other place within the British Virgin Islands as the Corporation may from time to time, by a resolution of Directors and/or Shareholders, determine. The General Business of this corporation shall be conducted at the Corporate Office and the records of this corporation shall be kept at the Corporate Office.
Directors:
Inception Period: During the first year of operation, YCL business shall be under the governance of an Interim Executive Committee with officers selected on a pro-tem basis from among those associations which first become Shareholders.
Number and Method of Election: Prior to completion of the Inception Period, a full Board of Directors shall be convened, comprised of one individual from each Shareholder association, selected by each Shareholder. Those individuals shall then elect an Executive Committee comprised of five members of the Board of Directors. Officers shall include President, Vice-President, Treasurer and Immediate Past President (when applicable). The Executive Director shall serve as Secretary in a non-voting capacity in compliance with the laws of the British Virgin Islands. All voting members shall serve without compensation.
Voting: All Shareholders shall have voting rights on the Board of Directors of the YCL, with one vote per share. The application for YCL membership or share purchase shall designate the individual(s) who shall serve on the Board of Directors and shall exercise those voting rights. The Shareholder may change the designated representative by filing with the Secretary of this Corporation a Change of Designation form, which form shall be available at the office of the Corporation. The Change of Designation form must be on file with the Secretary of this Corporation prior to the exercise of any voting rights by the individual(s) designated on the form.
In the case that the designated representative of the Shareholder cannot be present for voting, the Shareholder may be represented by a proxy who may speak and vote on behalf of the Shareholder. The proxy may or may not be a member of the Shareholder association. The Shareholder may assign the proxy by filing with the Secretary of this Corporation an Assignment of Proxy form.
Shareholders:
Shareholders: Shareholders shall be comprised of legitimately established and recognized yacht brokerage associations, the members of which are engaged in the full time practice of selling and/or chartering yachts on a brokerage basis. Such associations, with their members, agree to the following criteria:
a) Purpose, policies and ideals shall be in keeping with those of the YCL.
b) Proper licensing under the laws of each state, province, municipality or country in which they conduct business. This shall include all registrations and filings necessary to remain in current good standing.
c) Payment to the YCL, in a timely manner, of all dues, assessments and share purchase costs billed to them by the YCL.
Eligibility: Eligibility of each association shall be at the final discretion of the YCL Board of Directors.
Additional Member Associations: The YCL Board of Directors shall have the right to invite legitimate associations to join the YCL. Any two Directors may propose to the Board of Directors new membership for any qualifying association. Such additional member associations may, at the discretion of the Board of Directors, be offered shares in YCL if they become available for sale or, if the Board of Directors unanimously agree, then a further share issue may be voted in favor of such additional member associations. Any such distribution of new shares or reapportionment of shares will be determined by the Board of Directors.
Proposed associations shall supply the YCL with all pertinent information regarding their organization and the composition of their members as required on the Application for Share Purchase, available at the YCL office.
Application Fee and Annual Fees: The Board of Directors shall have the authority to determine the level of application fees, any annual Shareholder fees and any other payments to be made by the Shareholders of the YCL as may be required from time to time. The Board of Directors shall make every effort to schedule any fees other than application fees on an annual basis that would coincide with the beginning of the fiscal year (December 31) of the YCL.
Member Services:
Ethics Committee: The YCL will offer to its Shareholders the services of an Ethics Committee. This committee is to be charged with maintaining a proper, global standard of Ethics for the Yacht Brokerage Industry. This committee will intercede, when called upon, to resolve disputes that may arise between associations.
The YCL Ethics Committee has the right to invite each individual association Chairman previously involved in the dispute, to serve on the YCL committee for the hearing and settlement of this specific dispute.
Participants in a dispute, shall be responsible for payment of their own expenses, including the cost of legal counsel and the cost of presenting evidence or witnesses, unless the Ethics Committee specifies otherwise.
Additional Services: The Board of Directors may, from time to time, arrange for additional services to be offered to Shareholder associations such as bulk purchase of telecommunications services, subscription to multiple listing services and discount auto-rental services. The YCL will not be responsible for the suitability or performance by any vendor of such services.
Resignation / Revocation:
Resignation: Any Shareholder may surrender its shares and voting rights at any time by giving written notice to the Secretary of the Corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any shareholder which surrenders its shares back to the YCL shall pay any delinquent application fee, membership dues or other payments due to the Corporation before it shall be entitled to a refund of any share purchase costs, the value of which, shall be determined by the Board of Directors at that time.
Revocation: Any Shareholder may have its shares and voting rights revoked for:
(a) failure to meet the membership criteria
(b) failure to pay annual membership dues or other amounts assessed against Shareholders for a period of ninety (90) days following the due date, or
(c) conduct by or within a Shareholder association which, as determined by the Board of Directors, is deemed detrimental to the purposes and policies of the YCL.
The revocation decision must be made by a 75% majority vote of the Board of Directors, each Director voting the number of shares held by that association. In the event of a decision for revocation, the Shareholder shall be provided with not fewer than sixty days prior written notice of the proposed revocation together with the reasons for the revocation and the procedure for appealing the proposed revocation. In the event of an appeal, the Shareholder shall have an opportunity to be heard by a quorum of the Board of Directors, orally or in writing, not fewer than thirty days prior to the effective date of the proposed revocation. The revocation shall not take effect until confirmed by a second 75% majority vote, following reconsideration by the Board of Directors.
Meetings of the Board of Directors:
Semi-Annual Meetings: The Board of Directors shall hold a minimum of two meetings per fiscal year. The first meeting of each fiscal year shall be held in conjunction with the Yacht and Brokerage Show held annually in Miami, Florida, USA. At the discretion of the Executive Committee, meetings may also be conducted via teleconference.
Other Meetings: Other meetings of the Board of Directors may be held at such time and place as determined by the Executive Committee. Meetings of the Board of Directors may also be called at any time by the President, or upon the written request of two or more members of the Board of Directors. Directors may make a written request to the Secretary to call the meeting, and the Secretary shall give notice of the meeting, setting forth the time, place and purpose thereof, to be held between fifteen (15) and forty five (45) days after receiving the request. If the Secretary fails to give notice of the meeting within seven days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place of the meeting and give notice.
Notice of Meeting: Written notice of each meeting of the Board of Directors stating the time, place, and purpose thereof shall be mailed, emailed or faxed with receipt acknowledgement, not less than fifteen (15) but not more than forty five (45) days before the meeting, excluding the day of the meeting, to each Director at his address according to the last available records of the YCL. Any Director may waive notice of a meeting before, at or after the meeting, orally, in writing, or by attendance. Attendance at a meeting is deemed a waiver unless the Director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the Director does not participate in the meeting.
Quorum and Voting: The presence of a majority of the members of the Board of Directors shall constitute a quorum at any meeting thereof, but the Directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. At all meetings of the Board of Directors, excepting those meetings described in Section 6.2 of these Bylaws, each Director shall be entitled to cast one vote per represented share on any question coming before the meeting. A majority vote of the shares represented by attendance or proxy at any meeting, if there is a quorum, shall be sufficient to transact any business, unless a greater number of votes is required by law or these Bylaws.
Adjourned Meeting: When a meeting of the Board of Directors is adjourned to another time or place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken. All meetings shall be conducted according to Robert's Rules of Order.
Written Action: Any action that could be taken at a meeting of the Board of Directors may be taken by written action signed by a majority of the Directors.
Director Conflicts of Interest: The YCL shall not enter into any contract or transaction with (a) one or more of its Directors, (b) a Director of a related organization or (c) an organization in or of which a Director is a Director, officer or legal representative or has a material financial interest; unless the material facts as to the contract or transaction and as to the Director's interest are fully disclosed or known to the Board of Directors, and the Board of Directors authorizes, approves, or ratifies the contract or transaction in good faith by the affirmative vote of a majority of the Directors (without counting the interested Director), at a meeting at which there is a quorum without counting the interested Director. Failure to comply with the provisions of this Section shall invalidate any contract or transaction to which this Corporation is a party.
Executive Committee:
Tenure of Office: The Executive Officers of the YCL shall consist of five persons including a President, a Vice President, a Treasurer and an Immediate Past President once applicable. Officers shall be nominated and voted upon by the Board of Directors.
Succession of Officers: Prior to the annual meeting of the Board of Directors, the Board will elect a member from their ranks to be Vice President for the following year. The outgoing Vice President will automatically succeed to the position of President and the outgoing President will become the Immediate Past President. If the President fails to serve out his term, the Vice President will become President for the remainder of the two-year term, or until his respective successor is chosen and has qualified. If the Vice President fails to serve out his term, the Treasurer will additionally serve as Vice President for the remainder of the two-year term, or until his respective successor is chosen and has qualified.
President: The President shall be the Chief Executive Officer of this Corporation. He shall preside at all meetings of the Board of Directors. He shall be responsible for the general supervision, direction and management of the affairs of this Corporation, any and all contracts, deeds, conveyances and other written instruments which may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of this Corporation.
Vice President: The Vice President shall perform the duties of the President in case of the latter's absence or disability. In the event of the President's absence or disability, the execution by the Vice President on the behalf of this Corporation of any instrument shall have the same force and effect as if it were executed on behalf of this Corporation by the President.
Treasurer: The Treasurer shall be responsible for maintaining accurate financial records for this Corporation and safeguarding the assets of the YCL. He shall present a report of the Council's financial transactions and status to the Board of Directors at its annual general meeting, and shall from time to time make such other reports to the Board of Directors as it may require. The Treasurer shall perform such other duties as may be assigned to him from time to time by the Board of Directors.
Executive Director:
a) The Executive Director shall perform such duties and have such powers as shall be specified, from time to time, by resolution of the Board of Directors, which may include, but not be limited to: attending all meetings of the Board of Directors and recording all the proceedings of such meetings. The Executive Director is responsible to the Treasurer of the Corporation for all matters relating to receipt, payment and invoicing of funds. The Executive Director will act on instructions received from the Treasurer relating to custody of YCL funds and securities donated to the YCL, keeping full and accurate accounts of receipts and disbursements and books belonging to the YCL, depositing all moneys and other valuable effects in the name and to the credit of the YCL in such depositories as may be designated by Treasurer and/or the Board of Directors; disbursing the funds of the YCL and taking proper vouchers for such disbursements. All monetary and financial actions taken/made by the Executive Director must be subject to prior approval of the Treasurer and/or the Board of Directors. The Executive Director shall render to the President and the Board of Directors an account of all such transactions of the financial condition of the YCL when so requested by the Board of Directors.
b) The Executive Director shall serve as the Secretary of the Corporation for all purposes set forth under the laws of the British Virgin Islands.
c) The Executive Director shall be appointed by the Board of Directors, and shall serve the Board of Directors of the Corporation.
Additional Powers: Any officer of this Corporation, in addition to the powers conferred upon him by these Bylaws, shall have such powers and perform such additional duties (if so mutually agreed) as may be prescribed from time to time by the Board of Directors.
Committees:
Designation of Committees: The Board of Directors may act by and through such committees as may be specified in resolutions adopted by a majority of the members of the Board of Directors. Each such committee shall have such duties and responsibilities as are granted to it from time to time by the Board of Directors. Each such committee shall at all times be subject to the control and direction of the Board of Directors. Committee members, other than members of the Executive Committee, need not be Directors. Committee members will serve without compensation.
Meetings and Voting: Meetings of each committee may be held at such time and place as may be announced at a previous meeting of the committee. Meetings of any committee may also be called at any time by the chairperson of the committee or by the President, with reasonable notice. Attendance at a meeting is deemed to be a waiver of notice unless the committee member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the committee member does not participate in the meeting. At all meetings of a committee of the YCL each member thereof shall be entitled to cast one vote on any question coming before such meeting. The presence of a majority of the membership of any committee of this Corporation shall constitute a quorum at any meeting thereof, but the members of a committee present at any such meeting, although less than a quorum, may adjourn the meeting from time to time. A majority vote of the members of a committee of this Corporation present at any meeting thereof, if there be a quorum, shall be sufficient for the transaction of the business of such committee. Any action that could be taken at a committee meeting may be taken by written action signed by all members of the committee. Any action voted on and "passed" by an individual committee will then be passed to the President for ratification/approval by the Board of Directors prior to being adopted by the YCL.
Indemnification:
To the full extent permitted by any applicable law, the YCL shall indemnify each person made or threatened to be made a party to any threatened, pending or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of this Corporation, by reason of the former or present capacity of the person as (a) a director, officer, employee or member of a committee of this Corporation or, (b) a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, who while a director, officer, or employee of this Corporation, is or was serving the other Corporation at the request of this Corporation or whose duties as a director, officer or employee of this Corporation involve or involved such service to the other Corporation, against judgements, penalties, fines (including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan), settlements, and reasonable attorney's fees and disbursements, incurred by the person in connection with the proceeding. Indemnification provided by this section shall continue as to a person who has ceased to be a director, officer, employee or committee member, shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of the matters occurring before the adoption of this section. Any indemnification realized other than under this section shall apply as a credit against any indemnification provided by this section.
The YCL may, to the full extent permitted by applicable law from time to time in effect, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or a member of a committee of this Corporation against any liability asserted against such person as incurred by such person in any such capacity.
Miscellaneous
If you have concerns about our privacy practices, contact us at:
Fiscal Year: Unless otherwise fixed by the Board of Directors, the fiscal year of this Corporation shall begin on January 1 and end on the succeeding December 31.
Electronic Communications: A member, director or committee member may participate in a meeting by any means of communication through which such person, other persons so participating, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting. A conference among Shareholder representatives, Directors, or committee members by any means of communication through which such persons may simultaneously hear each other during the conference is considered a meeting. If the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient, attendance at a meeting by that means constitutes presence in person at the meeting.
Amendments: The Board of Directors shall have the power to amend these Bylaws. Any two Directors may submit suggested changes to the Executive Committee. The Executive Committee may then propose a resolution setting forth the Amendment to the Board of Directors. Any such Amendment will require a 75% majority share vote by the Board of Directors.
Authority to Borrow or Encumber Assets: No Director, officer, agent or employee of the YCL shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property, except within the scope and to the extent of the authority delegated by resolutions adopted from time to time by the Board of Directors. Authority may be given by the Board of Directors for any of the above purposes and may be general or limited to specific instances.
Deposit of Funds: All funds of the YCL shall be deposited from time to time to the credit of the YCL in such banks, trust companies or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only in the manner or manners authorized by the Treasurer and/or the Board of Directors.
Who is the Board of Directors of the Council?
President
Barb Tierney
Bradford International Yacht Sales
FYBA
barb@yachtgallery.com
954-791-2600
Fax: 954-791-2655
Treasurer
Art Holler
Koch, Newton & Partners
FYBA
305-792-4295
Fax: 305-792-4298
arthur_holler@hotmail.com
Directors
Carlo Agliardi
Fraser Yachts Worldwide
MYBA
[377] 93100499
Fax: [377] 93100481
carlo@frasermc.com
Hank Halsted
Northrop & Johnson - Newport
YBAA
401-849-0120
Fax: 401-849-0620
hank@nandj.com
Brian Commette
Northrop and Johnson
YBAA
401-849-0120
Fax: 401-849-0620
brian@nandj.com
Jonathan Beckett
Nigel Burgess
MYBA
377 93 50 22 64
Fax: 377 93 25 15 89
jbeckett@nigelburgess.com
Dennis Moran
Ardell Yacht & Ship Brokers
CYBA
949-642-5735
Fax: 949-642-9884
dmoran@ardell-ca.com
Jim Johnson
Crows Nest
CYBA
619-222-1122
Fax: 619-222-3851
jimcrowsnest@yahoo.com
Doug Wardrop
Pacific Vista
BCYBA
604-736-0400
hypro@axion.net
Carl French
Carl French Yacht Sales
NYBA
206-223-9333
cfys@qwest.net
Fay Lukoskie, Executive Director
International Yacht Council Limited
561-468-0797
Fax 561-460-4349
fay@yachtcouncil.org
If I am a professional yacht broker, how can I make use the services provided by Yacht Council Limited?
Individuals do not belong to the Council. Yacht Council Limited is a coalition of associations. An individual can, however, avail themselves of many of the services that the Council offers at no charge if the individual is a member of one of the shareholding associations, FYBA, MYBA, YBAA, CYBA or NYBA.
If you are not currently a member of one of these associations and would like to find out what is entailed in becoming a member, you may call fax or write any of these associations or make inquiries on their Web Sites for lists of benefits and applications.
Florida Yacht Broker Association (FYBA)
Rae Whit, Executive Director
P.O. Box 460044
Ft. Lauderdale, FL 33346
954-522-9270
Fax: 954-764-0697
www.fyba.org
fyba@fyba.org
Mediterranean Yacht Broker Association (MYBA)
Jonathan Becket, Executive Director
Nigel Burgess
16/17 Pall Mall
London, SW1Y5LU
United Kingdom
[44]2077-664308
Fax: [44]2077664329
jbecket@nigelburgess.com
Yacht Brokers Association of America (YBAA)
Joe Thompson, Executive Director
105 Eastern Avenue Suite 104
Annapolis, MD
21403-3300
410-263-1014
Fax: 410-263-1659
www.ybaa.com
info@ybaa.com
California Yacht Brokers Association (CYBA)
Don Abbott, Executive Director
4090 S. McCarran Blvd.
Suite E
Reno, NV. 89502
Phone: 800-875-2922
Fax: 775-353-5111
www.californiayachtbrokers.org
mail@californiayachtbrokers.org
Northwest Yacht Brokers Association (NYBA)
Jeffrey D. Briggs, Executive Director
901 Fairview Ave
Suite A-190
Seattle, WA 98109
Phone: 206-748-0012
Fax: 206-748-0161
www.nwyachtbrokers.com
info@nwyachtbrokers.com
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Email: info@yachtcouncil.org
Phone: +1.561.671.9997
