Setting the Standard for Yacht Sales Professionals
The Yacht Brokers Association of America, Inc. – YBAA - was founded in 1920 and exists to unite Yacht Sales Professionals throughout North America in order to: establish, promote and enforce high standards of professional competence, character, and ethical conduct; foster public recognition of, and support for, YBAA and its member brokers; facilitate cooperation among member brokers; and, enhance each member's success.
YBAA defines a Yacht Sales Professional (YSP) as an individual who conforms to industry standards of skill, competence, and character in service to their clients. As a member of a recognized yacht broker trade association and through continuing education and compliance with established Codes of Ethics, a YSP maintains their expertise throughout their professional career. YSPs may represent a buyer and/or seller as a broker in the sale of a recreational yacht or may be the representative of a yacht dealer or yacht manufacturer in the sale of a vessel. Those who attain, and maintain, their credentials as a Certified Professional Yacht Broker (CPYB) further demonstrate their ongoing commitment to their profession.
- Promote the use of, and adherence to, Code of Ethics & Business Practice by all member yacht sales professionals.
- Develop and deliver member benefits, training, education and information resources to assist members in improving their professional competencies and enhancing their business success.
- Administer, and foster the growth of, the industry's recognized professional credentialing program, conveying the Certified Professional Yacht Broker (CPYB) designation to qualified candidates.
- Build positive public awareness of, and support for, the association and its member yacht sales professionals.
- Position the association for financial health and growth through building a strong membership base, sound management of the association's fiscal affairs and the development of capable committee and board governance.
- Serve as the national organization representing the interests and needs of yacht sales professionals throughout North America.
- Develop and maintain strong alliances with organizations that support the mission, goals, and efforts of the association.
Bylaws of Yacht Brokers Association of America, Inc.
As amended February 4, 2021
ARTICLE 1 NAME, PURPOSES AND POWERS
SECTION 1.1 Name of Corporation. The name of this corporation shall be: Yacht Brokers Association of America, Inc.
SECTION 1.2. Purposes and Powers. This Corporation is organized and shall be operated exclusively for the purposes set forth in the Certificate of Incorporation, as amended, of this Corporation. All of the purposes and powers of this Corporation shall be exercised only so that this Corporation's operations shall be exclusively within the contemplation of Section 501(c)(6) of the Internal Revenue Code of 1986.
ARTICLE 10 INDEMNIFICATION
To the full extent permitted by any applicable law, this Corporation 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 judgments, 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.
This Corporation 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.
ARTICLE 11 MISCELLANEOUS
SECTION 11.1 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.
SECTION 11.2 Corporate Seal. This Corporation shall have no seal.
SECTION 11.3 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 members, directors, or committee members by any means of communication through which such persons may simultaneously hear each other during the conference is a meeting of the members, Board of Directors or committee, as the case may be, 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 in a meeting by that means constitutes presence in person at the meeting.
SECTION 11.4 Amendments. Both the Board of Directors and the members entitled to vote shall have the power to amend these Bylaws. The Board of Directors may amend the Bylaws by adopting a resolution setting forth the amendment, to be voted and approved by the voting members. An amendment, presented by the members, for the adoption by the members entitled to vote must be proposed by at least fifty voting members, or ten percent of the voting members, whichever is less. Any amendment is subject to the vote and approval of the voting members.
SECTION 11.5 Authority to Borrow or Encumber Assets. No director, officer, agent or employee of this Corporation 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.
SECTION 11.6 Deposit of Funds. All funds of this Corporation shall be deposited from time to time to the credit of this Corporation 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 Board of Directors.
ARTICLE 2 CORPORATE OFFICE
The office of this Corporation, at which the general business of this Corporation shall be transacted and where the records of this Corporation shall be kept, shall be at 180 Admiral Cochrane Drive, Suite 370, Annapolis, Maryland 21401.
ARTICLE 3 MEMBERSHIP
SECTION 3.1 Classes & Criteria. There shall be three classes of members, (A) Corporate Members, (B) Affiliate Members and (C) Individual Members.
3.1.1 Corporate Membership shall be provided to any sole proprietorship, partnership or corporation legitimately established and engaged in the full time practice of selling yachts on a co-brokerage basis that meets, or agrees to comply with, the following:
- Company or principal of company has been in the full time business of yacht brokerage for at least one year prior to application,
- Principal and all of the firm's authorized Corporate Member brokers 1) have never been denied, nor had revoked, any professional yacht broker license(s), and 2) currently hold all necessary license(s) required by all applicable governmental entities, and 3) have not been convicted of a felony within the past seven years,
- Ensure that all business conducted by the company and its brokers (including employees, independent contractors, etc.) complies in full with the Association's Code of Ethics,
- Pay, in timely manner, all appropriate annual dues, based on the total number of brokers in the firm, and,
- Provide as reference, a minimum of four active yacht brokerage firms with whom you have participated in brokerage sales.
3.1.2 Individual Membership shall be provided to any person legitimately established and engaged in the full- time practice of selling yachts on a co-brokerage basis that meets, or agrees to comply with, the following:
- The individual has been in the full time business of yacht brokerage for at least one year prior to application,
- The individual 1) has never been denied, nor had revoked, any professional yacht broker license(s), and 2) currently hold all necessary license(s) required by all applicable governmental entities, and 3) has not been convicted of a felony within the past seven years,
- Ensure all business conducted by the individual complies in full with the Association's Code of Ethics,
- Pay, in timely manner, all appropriate annual dues, and,
- Provide as reference, a minimum of four active yacht brokerage firms with whom you have participated in brokerage sales.
3.1.3 Affiliate Membership shall be provided to business entities (such as corporations, partnerships and sole proprietorships) that provide specific products and/or services of value to the members of the Association, and who support the Association's mission and purpose.
SECTION 3.2 Voting Members. All designated brokers affiliated with each Corporate Member entity shall have voting rights, with one vote per designated individual broker. Affiliate Members and Individual Members shall have no voting rights. The application for Corporate Membership shall designate the individual brokers who shall exercise voting rights. The Corporate Member entity may change the designated brokers who may exercise such voting rights 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 brokers designated on the form.
SECTION 3.3 Admission of Members. Any business entity that meets the membership criteria may apply for membership in the Corporation by completing an application form, which form shall be available at the office of the Corporation. The completed application form, together with the applicable application fee (as set forth on the then-current fee schedule for this Corporation) shall be submitted to the Chairman of the Membership Committee. The Corporation's Membership Committee will promptly review the application form to ensure compliance with the membership criteria then in effect. Upon acceptance of the applicant by the Corporation's Membership Committee and upon payment of the applicable annual membership dues (as set forth on the then-current fee schedule for the Corporation), the applicant shall be duly admitted as a member of this Corporation.
SECTION 3.4 Application Fee and Annual membership Dues. The Board of Directors shall have the authority to determine the applicable application fee, the applicable annual membership dues and any other payments to be made by the members of this Corporation from time to time. The membership year for the members of this Corporation shall be the same as the fiscal year (December 31) of this Corporation.
SECTION 3.5 Honorary Members. The Board of Directors may confer honorary membership on any business entity or individual based upon such criteria, and with such voting rights, as the Board of Directors shall from time to time determine.
SECTION 3.6 Interest in Property. The members of this Corporation shall not have any right, title or interest in the real or personal property of this Corporation.
SECTION 3.7 Binding Arbitration. Corporate Members, brokers affiliated with Corporate Members, and Individual Members, agree to submit to binding arbitration in all cases when a request for such arbitration comes from another member. Providing that all such members involved in a dispute to be arbitrated agree, such arbitration will be undertaken under the direction of a three-person arbitration committee consisting of other members not involved in the dispute, and in a manner consistent with the Corporation's Arbitration Procedures.
The dispute shall be referred to the American Arbitration Association, for resolution under its standard procedures, if a member involved in a dispute, for which arbitration has been requested by another member, does not agree to submit to the Corporation's Arbitration Procedures.
A member shall be expelled from the Corporation if that member a) refuses to submit to the forgoing arbitration requirement, or b) does not make a payment mandated by the arbitration within thirty days of the ruling, or c) does not within thirty days following an arbitration ruling enter into an alternative written agreement regarding the scheduling of payment with the party or parties to whom payment is due as a result of that ruling.
Payment of any and all expenses charged by the arbitration authority shall be paid in proportion to the division of the disputed funds as mandated by the arbitration ruling, unless the arbitrating authority specifies otherwise. Participants in an arbitration 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 arbitrating authority specifies otherwise.
SECTION 3.8 Resignation. Any member may resign its membership 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 member who resigns its membership shall pay any delinquent application fee, membership dues or other payments due this Corporation, and shall not be entitled to a refund of any fee, dues or other payments made to this Corporation.
SECTION 3.9 Termination. Any member may be terminated for: (a) failure to meet the membership criteria, (b) failure to abide by Section 3.7, above, (c) failure to pay annual membership dues or other amounts assessed against members for a period of sixty days following the due date, or (d) conduct by a member which, as determined by the Board of Directors, is deemed detrimental to the purposes and policies of this Corporation. The termination decision shall be made by a majority vote of a quorum of the Board of Directors and, in that event, the member shall be provided with not less than sixty days prior written notice of the proposed termination, the reasons for it, and the procedure for appealing the proposed termination. The member shall have an opportunity to be heard by a quorum of the Membership Committee, orally or in writing, not less than thirty days prior to the effective date of the proposed termination. If the member avails itself of the opportunity to be heard by the Membership Committee, the Membership Committee shall review the termination decision and, by a majority of the quorum of the Membership Committee, shall either confirm the termination as of the effective date or bring the matter before the Board of Directors for reconsideration. The termination shall not take effect until confirmed by a majority vote of a quorum of the Membership Committee or by a majority vote of a quorum of the Board of Directors after reconsideration.
ARTICLE 4 MEETINGS OF MEMBERS
SECTION 4.1 Annual Meeting. The annual meeting of the members of this Corporation for the election of directors, the presentation of reports on the activities and financial condition of this Corporation, and the transaction of such other business as may properly come before the meeting, shall be held each winter at such time as may be designated by the Board of Directors and at the place designated from time to time by the Board of Directors.
SECTION 4.2 Special Meetings. Special meetings of the members of this Corporation may be called at any time (a) by the President, (b) by the Board of Directors, or (c) upon written request of at least ten percent of the members of this Corporation. Any party entitled to call a special meeting of the members may make written request to the Secretary to call the meeting, and the Secretary shall then give written notice of the meeting, setting forth the time, place and purpose thereof, to be held no later than sixty days after receiving the request. If the Secretary fails to give notice of the meeting within thirty days from the date on which the request is received by the Secretary, the member or members who requested the meeting may fix the time of the meeting and give written notice thereof in the manner provided in Section 4.3 of these Bylaws. If notice of a special meeting is given by the members, the meeting shall be held in the registered office of the corporation. The business transacted at a special meeting is limited to the purposes stated in the notice of the meeting.
SECTION 4.3 Notice. Written notice of each meeting of the members, stating the time, place and purpose thereof, shall be mailed, postage prepaid, not less than fifteen nor more than sixty days before the meeting, excluding the day of the meeting, to each member of this Corporation at its last known address. Notice of any meeting at which members may vote by proxy shall so inform the members and shall describe the procedure for appointing proxies. Any member 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 member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and the member does not participate in the consideration of the item at that meeting.
SECTION 4.4 Members List for Meeting. The Board of Directors shall fix a date not more than sixty days before the date of a meeting of the members as the date for determination of the members entitled to notice of and entitled to vote at the meeting. If the Board of Directors fails to set such a date, the date shall be the sixtieth day before the date of the meeting. After fixing a record date for a meeting, the Secretary shall prepare a list of the names (in alphabetical order) and the addresses of each member entitled to vote at the meeting. Beginning two business days after notice of the meeting is given, the list shall be available at the principal office of this Corporation for inspection and copying on written demand by any member (or the agent or attorney of any member), at the member's expense, for the sole purpose of communication with other members concerning the meeting, the Secretary shall revise the list of members entitled to vote to include the names and addresses of all new members who are entitled to vote. Eligible voting members (and Honorary members entitled to vote), designated at least fourteen days prior to the date of the meeting are entitled to vote at that meeting of members. The list (as revised) shall be made available through the date of the meeting and at the end of the meeting.
SECTION 4.5 Voting Quorum. At all meetings of the members, each member with voting rights shall be entitled to cast one vote on any question coming before the meeting. Voting members may vote by proxy. The presence of ten percent of the members entitled to vote in person or by proxy shall constitute a quorum at any meeting thereof. The members present and entitled to vote at any meeting, although less than a quorum, may adjourn the meeting from time to time. A majority vote of the members present and entitled to vote at any meeting at which a quorum is present shall be sufficient to transact any business. When any meeting of the members is adjourned, notice need not be given other than by announcement at the meeting at which adjournment is taken.
SECTION 4.6 Written Action. Any action requiring the vote of the members that may be taken at a meeting of the members may be taken without a meeting by written ballot, submitted by US Postal Service, facsimile, E-mail or other electronic means in accordance with the procedures set forth in New York Statutes.
ARTICLE 5 DIRECTORS
SECTION 5.1 Number and Method of Election. The Board of Directors shall consist of no fewer than three and no more than nine natural persons, in addition to four officers who will serve as voting, ex-officio members of the Board. Only those persons entitled to vote may be a director of this Corporation. Each director and/or officer must be a current Certified Professional Yacht Broker (CPYB) or must attain CPYB certification within one hundred eighty (180) days of their election or appointment. Failure to achieve and/or maintain CPYB certification will result in the director's / officer's immediate removal from the board, without benefit of appeal. The members of the Board of Directors, not to include the four officers, shall be elected by the members entitled to vote at each annual meeting, or by written action as noted in Section 4.6.
SECTION 5.2 Terms. Except as otherwise provided in Section 5.1, each director of this Corporation shall be elected to serve for a term of three years. The members of the Board of Directors shall be divided into three classes, equal in number, so that the terms of office of one-third of the members of the Board of Directors shall expire each year. A director shall hold office for the term for which he was elected and until the end of the meeting at which his successor has been elected and until such successor has qualified, or until the director's death, resignation, removal or election to other officership. Any director may at any time be removed with or without cause by the voting members. Any vacancy occurring because of the death, resignation, removal or election to other officership of a director may be filled by the Board of Directors for the unexpired term of such director. Any vacancy occurring because of an increase in the number of members of the Board of Directors shall be filled by the voting members.
SECTION 5.3 Honorary Directors. The Board of Directors may, from time to time elect one or more honorary directors of this Corporation who shall be advisory members of the Board of Directors of this Corporation. Any such election shall be for such term and based on such criteria as the Board of directors from time to time deems appropriate. All honorary directors shall be nonvoting directors of this Corporation.
ARTICLE 6 MEETINGS OF THE BOARD OF DIRECTORS
SECTION 6.1 Annual Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may properly come before the meeting shall be held immediately prior to the annual meeting of the members of this Corporation at the time and place designated from time to time by the Board of Directors.
SECTION 6.2 Other Meetings. Other meetings of the Board of Directors may be held at such time and place as determined by the Board of Directors. Meetings of the Board of Directors may also be called at any time by the President or upon the written request of three or more members of the Board of Directors. Anyone entitled to call a meeting of the Board of 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 five and thirty 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 in the manner hereinafter provided.
SECTION 6.3 Notice of Meeting. Written notice of each meeting of the Board of Directors for which written notice is required, and of each annual meeting, stating the time, place, and purpose thereof shall be mailed, postage prepaid, not fewer than five nor more than thirty days before the meeting, excluding the day of the meeting, to each director at his address according to the last available records of this Corporation. 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.
SECTION 6.4 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, each director shall be entitled to cast one vote on any question coming before the meeting. A majority vote of the directors present 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. A director shall not appoint a proxy for himself or vote by proxy at a meeting of the Board of Directors.
SECTION 6.5 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.
SECTION 6.6 Written Action. Any action that could be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors.
SECTION 6.7 Director Conflicts of Interest. This Corporation shall not enter into any contract or transaction with (a) one or more of its directors, (b) a director of a related organization (within the meaning of New York statutes, 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 6.7 shall invalidate any contract or transaction to which this Corporation is a party.
ARTICLE 7 OFFICERS
SECTION 7.1 Tenure of Office. The officers of this Corporation shall be a President, a Vice President, a Treasurer and an Immediate Past President, and such other officers as the Board of Directors may from time to time designate. Officers shall be elected by the Board of Directors from the group of existing directors to serve for terms of one year and until their respective successors are chosen and have qualified. Any officer may at any time be removed by the Board of Directors with or without cause. Only eligible voting members of this Corporation may be officers of the Corporation.
SECTION 7.2 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 one-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 one-year term, or until his respective successor is chosen and has qualified.
SECTION 7.3 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. He may execute on behalf of this Corporation all contracts, deeds, conveyances and other instruments in writing which may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of this Corporation.
SECTION 7.4 Vice President. The Vice President shall perform the duties of the President in case of the latter's absence or disability. Provided that the President has delegated specific authority to the Vice President, 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.
SECTION 7.5 Treasurer. The Treasurer shall be responsible for maintaining accurate financial records for this Corporation and safeguarding the assets of this Corporation. He shall present a report of this Corporation's financial transactions and status to the Board of Directors at its annual 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.
SECTION 7.6 Executive Director.
- 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 all meetings of the Members; recording all the proceedings of such meetings to be kept for that purpose; having custody of the Corporation funds and securities donated to the Corporation; keeping full and accurate accounts of receipts and disbursements and books belonging to the Corporation; depositing all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors; disbursing the funds of the Corporation subject to the approval of the Treasurer and as may be ordered by the Board of Directors; and, taking proper vouchers for such disbursements and rendering to the President and the Board of Directors an account of all such transactions of the financial condition of the Corporation when so requested by the Board.
- The Executive Director shall serve as the Secretary of the Corporation for all purposes set forth under the laws of the State of New York.
- The Executive Director shall be appointed by the Board of Directors, and shall serve at the pleasure of the Board, and will serve as an ex officio, non-voting member of the Corporation Board of Directors.
SECTION 7.7 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 as may be prescribed from time to time by the Board of Directors.
ARTICLE 8 CPYB PROGRAM
SECTION 8.1 Certified Professional Yacht Brokers (CPYB) Certification Program. The Executive Director, with the authority of the YBAA Board, and through his/her designees, will direct and manage all aspects of the CPYB program working directly with the Certification Advisory Council (CAC). The CPYB certification is recognized by the industry for setting the standard for professional behavior and raising the professional image of yacht brokers with the boating public.
SECTION 8.2 CPYB Trademark
- YBAA holds the Registered Trademark for CPYB (words only) and CPYB (word plus design).
- These marks can only be used to advertise and promote the certification program or the services that meet the certification standards.
SECTION 8.3 Composition of the CAC.
- Partner Associations. Oversight for this program is conducted through a consortium of Partner Associations under the direction of the YBAA Executive Director. These Associations represent the interests of yacht sales professionals nationally in North America.
- Representation. Each Partner Association must appoint at least one representative to the CAC with two representatives preferred. Ideally, these representatives will be the Executive Director, or a member of the Association’s Executive Team and a volunteer appointed by the Association’s Board.
- CPYB Certification. The selected volunteer should be CPYB certified or meet the certification criteria and pass the CPYB exam within one year of appointment.
- Vote. Each Partner Association has one vote.
- Tenure. Tenure to the CAC is ongoing until the Associations determines a replacement. It is preferred that any Volunteer not serve longer than six-years.
SECTION 8.4 Duties of the CAC. The CAC serves in an advisory capacity. They
- Ensure the certification program remains relevant to the profession and continually meets the highest ethical standards and promotes a broad knowledge base for yacht sales professionals.
- Recommend eligibility, testing, and recertification requirements that follow best practices as set within the professional credentialing field.
- Develop criteria for eligibility and suitability of a Partner Association for membership.
- Lead through consensus with the objective that each Partner Association accepts the decisions made guiding the credentialing process.
- Act as champion for the certification program with a commitment to promote its value, encourage candidacy, and offer certificants access to quality continuing education.
SECTION 8.5 Officers. The Officers of the CAC shall be the Chair and a Vice Chair. These positions shall be for one-year and be selected from the volunteer membership and not the Executive Director/Executive Committee representative.
- Officer positions shall be rotated among the Partner Associations on an equal basis.
- Vice Chair moves up to the Chair position with an approval vote of the CAC.
- Terms begin and/or renew the first meeting of the year.
- In the event the CAC determines a Partner Association has not fulfilled their duties (see Section 8.8) the Association will forfeit their opportunity to assume the Vice Chair or Chair position.
SECTION 8.6 Officer Duties.
- Working with the YBAA Executive Director or his/her assignee, develop meeting agendas, lead the discussion, ensure the goals established for the CAC are being met. Assist the CAC staff in identifying subject-matter-experts to review Exam Prep material and/or exam items as needed.
- Vice Chair. Lead the CAC is a goal setting discussion for the next year at the last quarterly meeting.
SECTION 8.7 Meetings. The CAC shall meet quarterly. At least one meeting per year will be in-person unless otherwise prohibited.
SECTION 8.8 Annual Contribution. At minimum Partner Associations agree to the following:
- Actively promote the CPYB program on its website, in online or printed publications and newsletters and via social media;
- Recognize newly certified members shortly after they’d passed the exam through online or printed newsletters and/or via social media;
- Offer at least four pre-approved educational programs open to all CPYB Certificants, for continuing education credit;
- Identifying opportunities for sponsorship support for the certification program; and or make an annual contribution to the program as determined by the CAC;
- Commit to active participation in CAC meetings and in identifying and providing access to additional subject-matter-experts when asked.
ARTICLE 9 COMMITTEES
SECTION 9.1 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.
SECTION 9.2 Executive Committee. The Executive Committee will be comprised of the current officers of the Corporation, as noted in Section 7.1. The Executive Committee shall have the authority of the Board of Directors in the management of the business of this Corporation in the interval between meetings of the Board of Directors, and the Executive Committee shall at all times be subject to the control and direction of the Board of Directors.
SECTION 9.3 Meetings and Voting. Meetings of each committee may be held at such time and place as are 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, on at least five days' notice by mail, or two days' oral notice by telephone or in person. 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 this Corporation 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.
Board of Directors
Interested in serving your industry as a member of the YBAA Board of Directors?
Review these Board Member Responsibilities and submit this YBAA Leadership Nomination Form for consideration by the Nominating Committee.
YBAA honors these dedicated members who have provided leadership and dedication to ensure the fulfillment of the association's mission and goals. Click HERE to see Past Presidents.
Eric Smith, CPYBPresident
Smith Yacht Sales
Jonathan Chapman, CPYBPast President
Worth Avenue Yachts
William Bolin, CPYBVice President
S & J Yachts
Denise Hanna, CPYBTreasurer
2023 - 2025
Atlantic Cruising Yachts
W Craig Nann, CPYBDirector
2023 - 2025
Doug Wielhouwer, CPYBDirector
Eastern Yacht Sales
Doug Hughes, CPYBDirector
2022 - 2025
Sea Lake Yachts, LLC
Ryan White, CPYBDirector
Marine Concepts Yacht Sales
Jeff Jadul, CPYBDirector
Moore Yacht Sales
Don Finkle, CPYBDirector
YBAA's team of volunteer elected leaders and professional staff create, deliver and maintain member value year-round.
Chief Executive Officer
Vice President, Education & Programs
Group Vice President
Education Program Manager
Vice President, Marketing & Sales
Senior Events Manager
Director of Finance
Membership Services Coordinator
YBAA Code of Ethics & Courtesy Showing Protocol
YBAA member brokerage firms, and their brokers, agree to fully comply with the following YBAA Code of Ethics & Business Practice, as a condition of membership and in furtherance of their commitment to maintaining the highest industry professional standards.
YBAA strongly recommends that all members utilize YBAA’s copyrighted, standardized contractual Forms, which are provided as a free member benefit, designed to simplify the transaction process and to enhance customer satisfaction. Forms include: Central Listing Agreement; Open Listing Agreement; Purchase & Sale Agreement; and Acceptance of Vessel; and Amendment to the Purchase & Sales Agreement and are available in U.S. and Canadian versions. Use of the forms is strictly limited to current members, without alteration or edits. Members will use the current dated version of each Form. Forms are updated annually.
Member firms and brokers are encouraged to use the YBAA member logo in their advertising and promotions and on company websites, letterhead, and business cards.
YBAA also strongly encourages eligible member brokers to earn their Certified Professional Yacht Broker (CPYB) designation. CPYB brokers exemplify industry professionalism, having met the established criteria for experience, knowledge, and commitment and having successfully passed a three-hour written certification exam. The CPYB program is a cooperative venture among the nation’s leading yacht broker associations. Full details are available at www.cpyb.net.
Section 1. Relations with the Public
- The Broker will maintain in a special bank account, separated from his/her own, or the brokerage firms, operating funds or monies coming into his/her possession in trust for other persons. If the Broker is handling escrow funds or deposits, these funds will be released and distributed expeditiously once the terms of a contract or escrow agreement have been satisfied or if the parties agree not to proceed with the purchase. Escrow or deposit funds will never be used as operating funds until a sale is complete or the Broker/escrow agent has been instructed otherwise in writing by all parties involved in the original
- It is the duty of the Broker to be well informed on current market conditions in order to be in a position to advise his/her clients as to the fair market value of any vessel under
- It is the duty of the Broker to protect the public, to the best of his/her ability, against fraud, misrepresentation, and unethical
- The Broker will endeavor to ascertain all pertinent facts concerning all vessels for which he/she accepts listings, so that he/she may present a fair and honest description of the
- The Broker will not be a party to the naming of any false consideration in any
- The Broker in his/her advertising will be especially careful to present a true picture of the vessel and/or its condition and will not advertise without disclosing his/her name, nor permit his/her salespeople to use the individual’s name or telephone numbers unless the sales person's connection with the Broker is obvious in the
- The Broker, for the protection of all parties with whom he/she deals, will see that financial obligations and commitments regarding yacht transactions are in writing, expressing the exact agreement of the parties and that copies of such agreements, at the time they are executed, are placed into the hands of all parties
- Process for public complaints brought against YBAA Broker: Complaints from the public concerning any YBAA member broker will only be initiated by a written submission from the complainant to the YBAA office, clearly denoting the nature of the complaint and the desired resolution or remedy. The YBAA office will then request a written response from the Broker. Failure by the Broker to respond within 30 days of the request and/or to abide by the procedures noted herein may result in the suspension of their YBAA membership privileges, with notification of such suspension to the YBAA membership. If the Broker is CPYB certified, notification will also be forwarded to the CPYB Certification Advisory
- The YBAA Office will then forward all related correspondence to the YBAA Professional Standards & Ethics Committee, maintaining records of all such correspondence in the YBAA
- The YBAA Professional Standards & Ethics Committee will review the case, in order to render a decision and/or recommendation on the matter within four weeks of the original complaint date. The committee will forward, in writing, copies of its final decision and/or recommendation to the complainant, the Broker and the YBAA
- If the Broker is found to have been in violation of the YBAA Code of Ethics, the decision will be forwarded to the member brokerage firm principal with whom the broker is employed or contracted. The principal will be asked to respond to the YBAA Professional Standards & Ethics Committee, acknowledging the problem and defining the actions they will take to ensure that no further such violation occurs. The decision will be kept on file in the YBAA office and, if the broker is CPYB certified, forwarded to the CPYB Certification Advisory
- If the same Broker is found guilty of a second violation of the Code of Ethics, the Broker, and their employing brokerage will be suspended from YBAA membership for one year, after which membership reinstatement will be considered upon request of the brokerage. The Professional Standards & Ethics Committee decision regarding the suspension may be published in YBAA’s Yacht Broker News newsletter and/or referred to the CPYB
Certification Advisory Council. A record of all such actions will be maintained by the YBAA office.
- If the same Broker is found guilty of any third violation of the Code of Ethics, the Broker will be permanently terminated from membership in YBAA. The broker’s employing member firm will also be reviewed by the Professional Standards & Ethics Committee for possible suspension or termination. The loss of such memberships may be reported in the Yacht Broker
Section 2. Relations with the Client
- In accepting employment as an agent, the Broker pledges him/herself to protect and promote the interests of the clients. The obligation of absolute fidelity to the clients' interest is primary but does not relieve the Broker from the obligation of dealing fairly with all parties in this transaction.
- The Broker will neither acquire any interest in, nor purchase for him/herself, for any member of his/her immediate family, for his/her firm or any member thereof, nor for any entity in which he/she has a substantial ownership interest, vessels listed with him/her or his/her firm, without making the true position known to the listing owner. In selling any vessels owned by him/her, or in which he/she has such interest, all such facts should be revealed to the
- The Broker will neither submit nor advertise vessels without authority. In any offering, the price quoted will not be other than that agreed upon with the Sellers as the offering
- All offers received by the Listing Broker will be transmitted to the Seller in a timely fashion and with a timely response to the Co-Broker or Buyer. All information regarding an offer will be presented to the Seller without
- In the event that more than one offer on a specific vessel is made before the Seller has accepted an offer, all additional offers presented to the Broker, whether by a prospective purchaser or another Broker, will be transmitted to the Seller for his/her consideration. In the event that a Broker, brokerage house or central agent has received more than one offer prior to the acceptance of any offer, all offers will be presented to the Seller. The Broker will act on the instructions of the Seller as to which offer will be accepted and/or negotiated. If an offer is made after Seller has previously accepted an offer, the Seller will be made aware of its
- The following outline presents recommendations for Brokers to follow when several offers are presented at approximately the same time. The following procedures are endorsed as fair and reasonable, although not necessarily the only fair and reasonable procedures that can be followed.
- In the event that multiple offers are presented to the Seller, the Listing Broker will follow the instructions of the Seller regarding the manner of continuing negotiations with multiple prospective Buyers. These instructions will not only address the method of determining which offer will be accepted but will also address whether the Seller wishes the existence of other current negotiations to be revealed to other Brokers and
- Should the Seller seek the Listing Broker's advice for handling simultaneous negotiations, it is recommended that the existence of other negotiations be revealed, to minimize concerns by other Buyers and Brokers should they learn that another negotiation was in progress. Furthermore, it is usually in the Seller's best interest that each Buyer knows that the yacht in question is in high
- Recommended procedure for processing multiple offers - "The sealed Bid":
- The Seller will instruct the Listing Broker to request, by a specified deadline, one final, best offer from all Buyers who have made offers. The Seller may also convey the minimum price he/she is willing to
- The Seller will, at the specified time, select the offer he/she considers most acceptable, if any, and will respond either by accepting that offer or by requesting more information upon which to base his/her decision. If more than one offer is equally acceptable, the acceptance will be given to the party whose deposit was first placed into escrow by the Broker who received the offer. The advantages of this procedure are:
- It re-assures the prospective Buyers that they are not in a "bidding war" against an unseen competitor. They may submit sealed, final bids. Experience shows that this procedure lessens the likelihood that all or most of the Buyers will simply withdraw from negotiations when they discover that they are bidding against someone
- It gives the Seller some chance that the final selling price will be higher than his/her counter-
- Alternative procedure - "First come, first served":
- The Seller will instruct the Listing Broker to present a counteroffer to each prospective Buyer via the Broker who obtained the original offer, with the understanding that the Seller will accept the offer of the first Buyer to meet this price and his/her
- The counteroffer should be transmitted to all Buyers as quickly as possible and, should a Broker and/or Buyer not be immediately reachable, the process of transmitting the counter to the other Brokers and/or Buyers should continue without delay. If this procedure is followed, it is essential that a precise deadline be specified for receipt of all bids by the Listing
- The advantage of this procedure is that it motivates all Buyers to be the first to meet the counteroffer without fear that they might pay more than the lowest price that the Seller will
- The procedure for handling any multiple-offer situations should be clearly discussed with the Seller. Ultimately, it is the Broker's obligation to act as the Seller desires and by whatever guidelines the Seller decides. All Buyers should be fully apprised of whatever solution is decided by the
Section 3. Relations with his Fellow Broker
- The Broker will not voluntarily disparage the business practice of a competitor, nor volunteer an opinion of a competitor's transaction. If his/her opinion is sought, it should be rendered with strict professional integrity and
- The Broker and/or Brokerage firm that holds a Central Listing will be respected. A Brokerage firm will not solicit a Central Listing from a Seller while that Seller has a Central Listing agreement with another Broker. A Broker cooperating with a listing Broker will not invite the cooperation of a third Broker without the consent of the listing
- The Broker will cooperate with other Brokers on vessels listed by him/her on a Central Listing basis whenever it is in the interest of the Seller, sharing commissions on a previously agreed basis. Negotiations concerning vessels listed on a Central Listing basis will be carried on with the listing Broker, not with the Seller, except with the consent of the listing
- When a Broker obtains a Central Listing, he/she will endeavor to distribute the listing to corresponding Brokers as quickly as possible. Central Listings and shared Open Listings are generally shared on a commission basis, agreed to beforehand as a matter of policy, or agreed upon by the cooperating parties negotiated on a particular sale. Should the central or loaning Broker show the boat or perform work above and beyond the customary effort of providing the listing and negotiating with the Seller, the commission arrangements should be reconsidered by the parties
- The selling Broker is the Broker who obtains a Purchase and Sale Agreement signed by both Buyer and Seller along with the accompanying deposit. Deposits on brokerage transactions (in an amount acceptable to Seller) will be handled in accordance with the provisions of the YBAA Yacht Purchase and Sale Agreement and the YBAA Code of Ethics.
- Appropriate Response When a Customer Elects to Switch Brokers After Attempting a Purchase:
- Proper respect for one's fellow Broker requires that a Broker recommends to a prospective Buyer that the Buyer finalize negotiations with the Broker with whom negotiations were initiated. A listing Broker is not responsible for ensuring that a prospective Buyer completes the negotiation on the yacht with the Broker who first obtained the Buyer’s offer.
- A listing Broker should not permit a prospect to switch negotiations to any member of the listing Broker's firm unless he/she is prepared to pay the Broker who first initiated the negations the full commission that he/she would have received if that Broker had completed the sale in a normal manner, or unless alternative mutually satisfactory terms can be arranged by the Brokers involved.
- Should a buyer attempt to continue negotiation with a member of the listing Broker's firm and should he/she insist that he/she is unwilling to work with a Broker to whom he/she submitted a previous offer, the appropriate response is to advise the Buyer that he/she may choose any firm other than the listing firm to continue negotiations. If he/she wishes, the listing firm may provide a list of YBAA members from which to choose another
- For the purposes of this section "negotiations" are defined as when an offer is made, and an "offer" is defined as the transmittal of a Purchase and Sale Agreement (signed by the prospective Buyer) and a deposit (whether or not cashed by the receiving Broker) to a Broker who, in turn, forwards the offer to the listing Broker (even if only forwarded orally).
- Binding Arbitration Procedure: When A Dispute Arises Between Two Brokers, The Brokers May Choose to Submit Their Case To Binding Arbitration As Follows:
- Each Broker shall select one member at large from YBAA; these two members shall together agree on one other member. These three brokers shall comprise the Binding Arbitration Committee for the dispute. Brokers are advised to select their arbitrator based on the person’s knowledge and experience in the
- Each Broker shall submit a written statement of the case to the members of the Binding Arbitration
- Each Broker shall then appear in person for a hearing before the Binding Arbitration Committee
- The Binding Arbitration Committee shall render its decision, which shall be binding on both parties. A written report of their decisions shall be sent to the YBAA Executive Committee and to the chairman of the Professional Standards & Ethics Committee, and to both parties. In addition, if either broker is CPYB certified, the report will be sent to the CPYB Certification Advisory Council to take any action they deem is appropriate. The Professional Standards & Ethics Committee has the option of publishing the decision in the YBAA Yacht Broker News
Section 4. Relations with Yacht Yards, Marinas, Yacht Clubs, and other such Facilities
- Maintenance of good relations between yacht yards, marinas, yacht clubs, and Brokers is mandatory. The Broker will be aware of, and adhere to, any rules, regulations, and insurance requirements of yacht yards, marinas, yacht clubs, and other such facilities regarding the requirements for subcontractors doing business in such facilities. Accordingly, the following procedures are recommended:
- When a listing is received by a Broker, the Broker will ask the seller to inform the yacht yard that the Broker has permission to show the
- The Broker will inform the seller that any agreement the seller has with the yard regarding commission fees will not affect the Brokerage
- When showing the yacht, the Broker will check-in at the yard office, and show the boat without assistance, whenever possible. If assistance is required, the Broker will arrange payment for all necessary fees. The yacht should be left as it was
- If the Broker is unable to show the yacht, the Broker may attempt to make arrangements with the yard to have them show it. The yard will then be advised of the
Broker’s willingness to pay for the service and payment will be made promptly for such service, whether the yacht is sold or not.
- The Broker will keep the yard informed with respect to a sale being
- If estimates or other services are required, the Broker or the Buyer, as appropriate, should be prepared to pay for them and do so
In summary, the Broker should do his job, not ask the yard to do it. Necessary services should be paid for promptly.
YBAA Recommended Courtesy Showing Protocol
Definition, Courtesy Showing:
A Courtesy Showing is defined as a Selling Broker’s request to a Listing Broker to entertain and accommodate an unaccompanied potential Buyer of the Selling Broker to view a vessel listed by the Listing Broker.
1. Principals and managers should instruct their Brokers that the best course of action is for the Selling Broker to accompany the Buyer, when practical. Brokers should be considerate of other Brokers’ time when asking for courtesy showings. It is important that as much notice as possible be given in advance of a requested courtesy showing.
2. Selling Broker should contact the Listing Broker or Listing Brokerage to register a potential Buyer, preferably inwriting, regarding the vessel(s) of interest and to schedule a date/time for the showing. Failure of the Selling Broker to register the potential Buyer may result in the loss of commission and judgment against the Selling Broker if a request for dispute resolution is filed with the YBAA Professional Standards & Ethics Committee, the Certification Advisory Council, or any yacht broker association dispute resolution authority.
3. Criteria for the showing should be established - i.e., Selling Broker should inform Listing Broker of any specific items/areas that Buyer needs to see in order to make his decision to purchase. If Listing Broker is aware of any deficiencies or other information that could adversely affect the Buyer’s decision to purchase the vessel, it should be disclosed prior to scheduling the showing.
4. If no prior Co-Brokerage Agreement exists between the Listing and Selling Brokerages or Brokers, one should be established at this time of first contact to include commission agreement and responsibilities outside of a courtesy showing, if necessary. This commission agreement will pertain to any other boat that the Listing Broker introduces to the registered client at the time of the Courtesy Showing. Although one can’t be sure that a registered client is, in fact, a Buyer at the time a commission agreement is established, it is prudent that both Selling and Listing Broker establish responsibilities and compensation guidelines in advance of the Courtesy Showing.
5. Selling Broker is responsible for making sure that the Buyer understands the entire transaction process and will be responsible for all communications before and after the Courtesy Showing.
6. Selling Broker should instruct the Buyer to never contact the Listing Broker directly to schedule the Courtesy Showing on his/her own. Once the showing has been set up by the Selling Broker, the Buyer and Listing Broker may exchange contact information to allow for convenience and any last minute schedule changes.
7. Listing Broker should report back to Selling Broker immediately after the showing with any feedback that might indicate the Selling Broker’s client’s disposition, with regard to the vessel or vessels shown. The Listing Broker should disclose to the Selling Broker any additional vessels, new or used, shown to the Selling Broker’s client.
8. Selling Broker should give the Listing Broker both positive and negative feedback from the showing as soon as possible, so that the Listing Broker can communicate such to their Seller.
9. Selling Broker should to instruct Buyer on limitations of the Listing Broker’s time and stress the importance of respecting the Listing Broker’s time.
Professional Standards & Ethics Committee
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Long Range Planning Committee
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