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Decision Making and Governance Structure - Constitution and By-Laws

Constitution and By-Laws

CONSTITUTION

INTERNATIONAL KITEBOARDING ASSOCIATION



1.     Name and registered office of the Association, Fiscal Year

1.1.  The full name of the association is "International Kiteboarding Association."

1.2.  The International Kiteboarding Association (hereinafter called "IKA") is a nonprofit professional sports association ("Class") of World Sailing

1.3.  The IKA has its registered office at Avenue des Alpes 62, 1820 Montreux, Switzerland. Changes of address and thus the registered office do not require a resolution of the General Assembly.

1.4.  The official language of the IKA is English.

1.5.  The fiscal year is the calendar year.



2.     Purpose and mission, the non-profit association, membership in associations


2.1.  The IKA pursues exclusively and directly charitable purposes, it is a not-for profit organization.

2.2.  Purpose of the association is to promote the kitesurfing sport on a global level, this includes:

a)         To coordinate the affairs of the class and any future kiteboarding classes including but not limited to IKA Formula Kite, IKA Open, IKA Twin Tip Racing, IKA Twin Tip Freestyle, IKA Big-Air, IKA Park, IKA Wave, IKA Slalom, IKA Speed, IKA KiteFoil.

b)         To represent the interests of the athletes and their national class associations to World Sailing

c)         To promote national and international competitions in kiteboarding

d)         To promote the grassroots level.

e)         To hold World and Continental Championships of the kiteboarding classes. The IKA (the Executive Committee) may delegate the organization and implementation.

f)          Full Members of the Association are entitled to hold national championships.

2.3.  Funds may only be used for statutory purposes. The members do not receive any payments from the funds of the IKA. No person may receive disproportionately high remuneration or reimbursement of expenses that are not related to the purpose of the association.

2.4.  The IKA is a member of World Sailing. Membership in other international top sports associations is encouraged.


3.     Membership


3.1.  The IKA recognizes the following member types:

a)         Full membership is available - subject to payment of the annual membership fee – to each national association regulating the activity of the class in that country. The IKA Executive Committee may request appropriate proof for the jurisdiction of the requesting Member in the relevant country.

b)         Affiliate membership is available - subject to application – to each association regulating the activity of the class in that country. The IKA Executive Committee may request appropriate proof for the jurisdiction of the requesting Member in the relevant country.
Affiliate memberships shall be cancelled once the association in the relevant country obtains Full Membership with IKA.

c)         Individual membership is open - subject to payment of the annual membership fee - to any natural person, where there is no full member in its country of origin.

3.2.  Requests for membership to the Association shall be requested in writing to the Executive Committee. The Executive Committee decides on the application for membership.

3.3.  Membership shall become effective upon payment of the membership fee, if applicable.


4.     Membership Fees


4.1.  Full Members - The annual membership fee is fixed from time to time by the General Assembly. The membership fee is due on 1 March each year. Members who do not pay their dues, are not entitled to exercise any rights and benefits arising from the membership.

4.2.  Individual memberships - annual membership fee is fixed from time to time by the General Assembly. It is due at the time of application.


5.     Termination of Membership


5.1.  Membership in the IKA is terminated by death, resignation or expulsion for individuals, or insolvency, resignation or exclusion of legal persons.

5.2.  Termination by the member needs to be in writing to the Executive Committee with a period of two months to the end of the fiscal year.

5.3.  A Full member may be excluded by a resolution of the General Assembly, when

a)         it seriously damaged the reputation or the interests of the association or repeatedly violated the duties imposed by the Constitution or

b)         is more than three months late with the payment of membership fees despite written notice under threat of exclusion.

c)         The member shall be given the opportunity to comment on the reasons of exclusion in the General Assembly. The reasons must be communicated to him at least two weeks in advance.

5.4.  An Individual member or Affiliate member may be excluded by a resolution of the Executive Committee, when it seriously damaged the reputation or the interests of the IKA or repeatedly violated the duties imposed by the Constitution. The member shall be given the opportunity to comment on the reasons of exclusion in the Executive Committee Meeting. The reasons must be communicated to him at least two weeks in advance.


6.     Bodies of the IKA


6.1.  Bodies of the IKA are the Executive Committee and the General Assembly.

6.2.  The IKA may establish specific tasks sub-committees


7.     Executive Committee


7.1.  The Executive Committee is responsible for the representation of the IKA and for the management of all business that has not been transferred to other institutions by the general assembly of the IKA. The Executive Committee represents the IKA (the IKA kiteboarding classes) to all national and international organizations, agencies and authorities. It has, amongst others, the following responsibilities:

a)         The preparation and conduct of the Annual General Meeting, including the setting of the agenda

b)         The implementation of resolutions of the General Assembly

c)         The administration of the IKA’s assets and the preparation of the annual report

d)         The admission of new members

e)         The appointment and approval of technical race officials, including race officers, judges and measurers, to world and continental championships sanctioned by IKA.

7.2.  The Executive Committee consists of the President, the Vice President, the Secretary, the Treasurer and, if necessary, other members of the Committee without special scope of business. The total number of Committee members is seven (7).

7.3.  The IKA is represented by two Executive Committee members together.

7.4.  The members of the Executive Committee may not receive any renumeration for their work. However, for the avoidance of doubt, a member of the Executive Committee may be employed where they show appropriate skills or experience in their personal capacity within the terms of this Constitution. If a member of the Executive Committee is employed in any role, they may not vote on any matter affecting where a potential conflict of interest arises or the appearance of a conflict of interest arises.

7.5.  The Executive Committee may select additional persons with special knowledge and skills for advise, but they are not entitled to vote.

7.6.  The Executive Committee, excluding the President, Vice President and Secretary shall resign in two year cycles from the board, but are eligible for re-election. The President and the Secretary shall be elected for four years and eligible for re-election and the vice president shall be elected for three years and eligible for re-election.

7.7.  Each member of the Executive Committee, other than the President, the Secretary and the treasurer, may appoint a proxy to attend Committee meetings.

7.8.  The Executive Committee have the right to fill vacant positions, this appointment must be confirmed at the next General Meeting.

7.9.      Each Executive Committee member has one vote. Decisions are taken by simple majority. In the case of equality of votes the President shall have one additional vote

7.10.   Commercial tour operators have no voting rights, but may be involved as a consultant.

7.11.   Four voting members of the Executive Committee constitute a quorum.

7.12.   Executive Committee meetings must be called at least eight (8) days before the meeting date. The notice shall contain an agenda. Meetings and votes can be carried out in the form of telephone or internet conferences or other appropriate methods.

7.13.   The assets of the IKA shall be managed in a form approved by the Executive Committee.

7.14.   The Executive Committee may delegate any of its responsibilities to the maximum extent permitted by law.

7.15.   The elected Executive Committee members take over their positions immediately after the results of all the elections at a General Assembly are known.


8.     IKA Manager


8.1.        The Executive Committee may contract an IKA Manager (and give them such title as appropriate given their skills) for such time, at such remuneration and upon such conditions and with such responsibilities as it may think fit.

8.2.        Notwithstanding Clause 7.4, the IKA Manager shall be a non-voting member of the Executive Committee and may be appointed the Company Secretary of the IKA for the purposes of the Act and the Statutes. If the IKA Manager at the time of appointment was a voting member of the Executive Committee they will not for the duration of their appointment as the IKA Manager vote in the Executive Committee nor in the General Assembly.

8.3.        If contracted, the IKA Manager may employ such other persons as necessary to manage the association.

8.4.        Nothing in this section prevents the Executive Committee from delegating the responsibilities of the IKA Manager to two or more people.


9.     General Assembly


9.1.      The General Assembly is the authoritative body of the IKA and transmits the general management and day to day business to the Executive Committee. In addition, she is responsible for the following matters:

a)       amendments to the Constitution and all "Class Rules"

b)      the dissolution of the IKA,

c)       the appointment of honorary members, as well as the exclusion of full members of the IKA,

d)      the election and removal of members of the Executive Committee,

e)       the receipt of the annual report and the formal approval of actions of the Executive Committee,

f)        the determination of the admission fee and membership fees.

9.2.      At least once a year, if possible during an international championship, the Executive Committee shall call an ordinary general meeting

9.3.      25% of the full members, the athletes commission representatives and the Executive Committee shall constitute a quorum.

9.4.      The agenda should include at least:

a)       Minutes of the previous meeting

b)      Report of the President

c)       Report of the IKA Manager if appointed or alternatively the Secretary

d)      Financial Report

e)       Submissions (including amendment of the Constitution and "Class Rules")

f)        Future Events

g)      Elections

h)      Any other business

9.5.      An extraordinary general meeting may be convened by the Secretary as required

a)       by decision of the President or

b)      by any four members of the Executive Committee or

c)       by any 25% of Full Members.

9.6.      Invitations to all general and special meetings must be published at least 8 weeks before the meeting.

9.7.      Submissions may be made only by Full Members, the Executive Committee and the athlete commissions representatives until 5 weeks (12 noon UTC) before the meeting latest.

9.8.      Only Full members may make nominations to elections. All nominations must be submitted in writing with the consent of the nominee to the Secretary or IKA manager if appointed. Candidates who cannot attend the General Meeting must confirm their agreement in writing to the Secretary or the IKA manager (if appointed).

9.9.      Any agenda topics for voting, any submissions and any nominations for elections must be published at least 4 weeks prior to the meeting on the IKA website. The obligation to publish is satisfied if the invitation and other necessary documents for voting has been sent to the last known email address of the members, and published on the IKA website. The non-reception of papers and ballots by members or votes by mail / electronic mail shall not lead to invalidity of the meeting / vote.

9.10.   Each full member, each member of the Executive Committee and each athletes commission representative has one vote, but may hold proxies from other full members, athletes commission representative or executive committee members. Each Representative can hold a maximum of three votes, his own and two proxies. Proxies must be submitted to the President, the Secretary or the IKA manager (if appointed) in writing prior to the meeting. The name of the delegator and the proxy shall be announced prior to the start of the session.

9.11.   At a General Assembly, every submission and decision to be voted on requires a proposer and a seconder. If a submission fails to have either a proposer or seconder, it will not be further discussed.

a)       All voting requires a simple majority. The option with the most votes wins, and abstentions are irrelevant.

b)      For voting which is changing class rules or Constitution, a 2/3rd majority constituted as above is necessary.

9.12.   At a General Assembly, voting on submissions shall take place by show of hands, unless at least three of the members present demand a secret ballot. In the case of a tied vote, the President has an additional vote.

9.13.   Elections are to be made by secret ballot by the following procedure:

a)       Each voting member of the AGM shall cast one vote for his or her preferred candidate.

b)      If a candidate receives more than 50% of votes cast (excluding abstentions), he/she is selected and the voting process is concluded

c)       If no candidate receives more than 50% of votes cast, then any candidate that has received zero votes, and of the remaining candidates, the one receiving the fewest votes, are removed from the ballot.

d)      The procedure in (a), (b) and (c) above shall then be repeated with the remaining candidates.

e)       After each round of voting, the rejected candidates, but not the number of votes, shall be declared. The totals of all votes in all rounds shall be declared at the end of the process.

f)        In the event of a tie that needs to be broken in step (c) above, it shall be broken as follows:

(i)       the tie is broken in favour of the candidate that received more votes in the previous round of Stage 2;

(ii)     if this fails to break the tie, or it is the first round of Stage 2, then a run-off ballot shall be held.

(iii)   If a tie between more than two candidates is only partially broken by (i) or (ii), the tie break process continues between the candidates that are still tied.

(iv)   If a run-off ballot fails to break a tie, the chairman of the meeting shall have a casting vote.


10.Sub-Committees


10.1.   Advisory Sub-Committees shall include at least one member of the executive committee.

10.2.   Advisory Sub-Committees will be appointed by the General Assembly

10.3.   Advisory sub-committees report to the Executive Committee for final decision making.

10.4.   Advisory Sub-Committees may be appointed for a limited or unlimited duration.


11. Athletes Commission


11.1.   There may be an Athletes Commission in the categories of racing and expression.

11.2.   The athletes of each category shall elect a Commission of minimum 3 and up to 7 members for the discipline specific Athletes Commission. Each Commission shall elect its Chairman.

11.3.   The chairman of each category Commission reports to the Executive Committee and the General Assembly.

11.4.   The chairman of each category specific Athletes Commissions shall appoint one member to the General Assembly or provide a proxy.


12.  Amendment of the Constitution

The Constitution may be amended only by decision of the General Assembly, in accordance with § 9.


13.Dissolution of the IKA, termination for other reasons, eliminating of tax purposes beneficiary


13.1.   The dissolution of the IKA requires a simple 9/10 majority of the voting members at a General Meeting.

13.2.   In case of dissolution of the IKA, the President of the Executive Committee and his deputy are jointly authorized liquidators, if the General Assembly does not appoint other persons.

13.3.   With the dissolution of the IKA, the assets of the organization will go to a non-profit organization selected by the General assembly, with similar objectives to the IKA and has to be used directly and exclusively for charitable purposes.

13.4.   The foregoing provisions shall apply mutatis mutandis if the IKA dissolved for another reason or loses its legal capacity.



Effective Date: 15 January 2017

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