1.
Name
The name of this Corporation is MAINE HARBOR MASTERS ASSOCIATION.
2.
Seal
The Corporation shall have a seal of such design as the Board of
Directors may adopt. Such seal shall normally be kept in the custody of the
Secretary
or Clerk, and the Directors may order such additional seals as may be necessary.
3.
Offices
The principal office of the Corporation shall be at County
of and State of Maine. The Corporation may also
have offices at such other
places as the purpose of the Corporation may require.
ARTICLE II
1. Purpose
To encourage effective and uniform harbor management.
To advance the profession of Harbormaster.
To advance the knowledge and capability of Harbormasters.
To inform and educate the general public concerning the role and responsibility of the Harbormaster.
To promote and sponsor regulation intended to
enhance more effective management of Maine's harbors.
To coordinate and encourage communication among and between Harbormasters
and local. State and Federal agencies and organizations with an interest in or
responsibility for the management or regulation of harbor activities.
Article III
Membership
1. Qualifications
Member
Membership shall be open to all Harbormasters
and their deputies or designees.
Associate Members
Associate
membership shall be open to all persons with interest in the purposes and
missions of the Association. Associate members shall not hold office
in the
Association nor shall they hold a vote at meetings.
Life
Members
Life
Members shall be admitted to membership, upon nomination by a regular member of
the Association and approval by the Board, on the basis of their
extraordinary
qualifications and past contributions to the Association, as well as their
continuing willingness to assume the responsibilities of membership.
Election
Members
and Associate Members shall be elected by a majority vote of the Board of
Directors at the time of initial application for membership.
Once elected,
membership shall continue so long as all dues are paid annually, and a person
remains dedicated to the Association.
Life members must be nominated by a regular Member of the Association and shall be elected by a majority of the Board of Directors.
3. Dues
Members shall be required to pay dues in such amounts with respect to their class of membership as are from time to time established by the Board of Directors. Only those who have paid dues shall be entitled to membership benefits.
4. Voting Rights
Each member in good standing shall be entitled to one vote unless there is more than one member representing any single city or town. Where a city or town or port authority is represented by more than one member, only one such member designated by the Harbormaster shall be entitled one vote. Associate members shall not vote.
2. Special Meetings
Special meetings of the members may be called by the President or Board of Directors. Special meetings of the members may also be called by members having 1/20th the votes entitled to be cast at such meetings.
3. Notice of Meetings
Notice of time, place and purpose or purposes of
said annual meeting or special meetings shall be sent to each member entitled to
vote at such meeting not less than (10) days nor more than (50) days prior to
the date of the meeting. When a meeting is adjourned for whatever reason, for
thirty (30) days or more, notice of the adjourned meeting shall be given as
provided in this section. Notice of a meeting adjourned for less than thirty
(30) days need not be given, if the time and place of the adjourned meeting is
announced at the meeting at which the adjournment is taken.
4. Quorum
At
all membership meetings, any number of members present shall be sufficient to
constitute a quorum for the transaction or business and the act of a
majority of
the members present at any meeting at which there is a quorum present shall be
the act of the membership, except that the act of two-thirds (2/3)
of the
members present, and voting shall be required to modify or amend the Articles of
Incorporation or any provision of these bylaws.
5. Rules
Membership meetings shall be conducted in accordance with Roberts Rules of Order or such other rules as the membership shall adopt, but no rule change will be effective until the next subsequent meeting after passage of the change.
ARTICLE V
Directors
1. Elections, Terms of Office
The
business and property of the Corporation shall be managed and controlled by a
Board of Directors, who shall be elected annually by the then existing
membership at
its annual meeting to hold office until the next annual meeting of the
membership or until the election and qualification of their respective
successors.
The Board shall select from among those elected by the general membership a
Chairman who shall serve as the head of the Board of
Directors.
2. Allowable Number
The number of directors of the Corporation shall not be less than
five (5) nor more than nine (9). The number of directors for any annual period
shall be fixed within these limits by resolution of the Board of Directors
adopted at least thirty (30 days prior to the next annual membership meeting.
In the event the number of directors is reduced by any means, each director
shall serve until their term expires, or until their resignation or removal as
herein provided.
3. Resignation
Any director may resign at any time by giving
ten (10) days written notice of such resignation to the Board of Directors.
4. Filling of Vacancies
Any
vacancy in the Board of Directors occurring during the year, other than a
vacancy created by an increase in the number of directors may be filled for the
unexpired
portion of the term by the directors then serving, even if less than a quorum,
by affirmative vote of a majority thereof. Any vacancy created by an
increase in
the number of directors, shall be filled by vote of the membership at its next
annual or special meeting.
5. Annual Meeting
As soon
as practicable after each annual meeting of the membership, the newly elected
directors shall meet for the purpose of transacting any business
which may
come before the Board, including the election of officers.
6. Regular Meetings
The Board
of Directors shall hold regular meetings at such times and places as it shall
determine.
7. Special Meetings
Special
meetings of the Board of Directors may be called by the President or Vice
President and must be called by either of them on the written request of
any three (3)
members of the board.
8. Notice of Meetings
Except as
otherwise provided herein, notice of all Director's meetings shall be given by
mailing the same at least three days or by telegraphing or by
telephoning
the same at least one day before the meeting to the usual business or residence
address of the director, but such notices may be waived by
any
director. The annual meeting and regular meetings of the Board of Directors may
be held without notice at such time and place as shall have been
previously
determined by the Board. Any business may be transacted at any directors'
meeting. At any meeting at which every director shall be present,
even though
without any notice or waiver thereof, any business may be transacted.
9. Presiding Officers
At all
meetings of the Board of Directors, the President or Vice president, or in their
absence a chairman chosen by the directors present shall preside.
10. Quorum
At all
meetings of the Board of Directors, a majority
any
of the existing directors shall be
necessary and sufficient to constitute a quorum for the transaction
of business
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as
may be
otherwise specifically provided by statute or these Bylaws. If at any meeting
there is less than a quorum present, a majority of those present may
adjourn the
meeting from time to time without further notice to any absent director.
11. Powers
All the
corporate powers, except such as are otherwise provided for in these Bylaws and
in the laws of the State of Maine, shall be and are hereby vested in
and shall be
exercised by the Board of Directors. The Board of Directors may by general
resolution delegate to committees of their own number, or to
officers of
the Corporation, such powers as it may see fit.
12. Action by Unanimous Consent
Any
action or vote required to be taken by the directors may be taken without a
meeting by the unanimous written consent of all the directors.
13. Removal
Any
director may be removed from his office by the affirmative vote of two-thirds of
all the membership at any regular or special meeting called for the
purpose, for
conduct detrimental to the interests of the Corporation, for lack of sympathy
with its objectives or for refusal to render reasonable assistance in
carrying out
its purposes. Any such director proposed to be removed shall be entitled to at
least five days' notice in writing by mail of the meeting at which
such removal
is to be voted upon and shall be entitled to appear before and be heard at such
meeting.
ARTICLE VI
Officers
1. Officers
Officers of the Corporation shall be the President, Vice President, Secretary, Clerk, Treasurer and such other officers, which shall be appointed from time to time by the Board of Directors from the existing membership with such powers and duties not inconsistent with these Bylaws. Any two offices, except those of President and Treasurer, may be held by the same person.
2. Election and Terms of Office
The officers,
except clerk,
shall be elected annually by the Board of Directors to serve until their
successors are duly elected and qualified.
3. Filling of Vacancies
In case
any office of the Corporation becomes vacant by death, resignation, retirement,
disqualification, or any other cause, the majority of the directors
then in
office, although less than a quorum, may elect an officer to fill such vacancy,
and the officer so elected shall hold office and serve until the next annual
meeting of
the Board of Directors and until the election and qualification of his
successor.
4. President
The
President shall preside at all meetings of the Board of Directors. He shall have
and exercise general charge and supervision of the affairs of the
Corporation
and shall do and perform such other duties as may be assigned to him by the
Board of Directors.
5.
Vice President
At the request of the President, or in the event of his absence or disability,
the Vice President shall perform the duties and possess and exercise the powers
of the President and shall perform such other duties as may be assigned to him
by the Board of Directors.
6.
Secretary
The Secretary shall have charge of such books, documents, and papers as the
Board of Directors may determine and shall have the custody of the corporate
seal unless otherwise provided. He shall attend and keep all the minutes of all
the meetings of the membership and the Board of Directors of the Corporation.
He shall, in general, perform all the duties incident to the office of
Secretary, subject to the control of the Board of Directors, and shall do and
perform such other duties as may be assigned to him by the Board of Directors.
7. Clerk
The Clerk shall, subject to the control of the Board of Directors and as
authorized by law, perform such duties as may be assigned to him by the Board of
Directors.
8. Treasurer
The
Treasurer shall have the custody of all funds, property and securities of the
Corporation, subject to such regulations as may be imposed by the Board of
Directors.
He may be required to give bond for the faithful performance of his duties, in
such sum and with such sureties as the Board of Directors may
require. He
shall maintain the financial records of the Corporation and exhibit such records
at all reasonable times to any director or member of the
Corporation
upon reasonable request at the offices of the Corporation. He shall, in
general, perform all the duties incident to the office of Treasurer, subject
to the
control of the Board of Directors.
9.
Chairman of the Board of
Directors
The chairman of the Board of Directors shall chair meetings in the absence of
the President or Vice President.
10. Removal
Any
officer may be removed from office by the affirmative vote of two-thirds of all
the Board of Directors at any regular or special meeting called for the
purpose, for
nonfeasance, malfeasance or misfeasance, for conduct detrimental to the
interests of the corporation, for lack of sympathy with its objects, or
for refusal
to render reasonable assistance in carrying out its purposes. Any officer
proposed to be removed shall be entitled to at least five days notice in
writing by
mail of the meeting of the Board of Directors at which such removal is to be
voted upon and shall be entitled to appear before and be heard by
the directors
at such meeting,
ARTICLE VII
Directors' and Officers' Compensation
1. Interests in Contracts
The
directors and officers of the Corporation may be interested directly or
indirectly in any contract relating to or incidental to the operations conducted
by
the
Corporation, and may freely make contracts, enter transactions, or otherwise act
for and on behalf of the Corporation, notwithstanding that they may also
be acting as
individuals, or as trustees or trusts, or as agents for other persons or
corporations, or may be interested in the same matters as members,
directors, or
otherwise; provided, however, that any contract transaction or act on behalf of
the corporation in a matter in which the director or officers are
personally
interested as shareholders, or otherwise, shall be at arm’s length and not
violative of the proscriptions in the Articles of Incorporation if such
contract,
transaction, or act is a prohibited transaction or would result in the denial
or loss of the Corporation’s tax exempt status under applicable sections
of the
Internal Revenue Code and its regulations as they now exist or as they may
hereafter be amended. In no event, however, shall any person or other
entity
dealing with the directors or officers be obligated to inquire into the
authority of the directors and officers to enter into and consummate any
contract,
transaction,
or action.
2. Director’s and Officer’s Salaries
The
directors and officers shall not receive any stated salary for their services as
such, but by resolution of the Board, a fixed reasonable sum or expenses
of
attendance, or both, may be allowed for attendance at corporate meetings. The
Board of Directors shall have power in its discretion to contract for and
to pay to
directors and officers rendering unusual or exception services to the
Corporation special compensation appropriate to the value of such services.
If you are not
compensated by your Town or Municipality.
ARTICLE VIII
Agents, Representatives and Contracts
The Board of Directors may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board of Directors may see fit, so far as may be consistent with these Bylaws, to the extent authorized or permitted by law.
The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no officer, agent, or, employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniary for any purpose or to any amount.
ARTICLE IX
Committees
1. Advisory
and Standing Committees
The Board
of Directors may appoint from its number, or from among such persons as the
Board may see fit, one or more advisory or standing committees,
and at any
time may appoint additional members thereto. The members of any such committees
shall serve during the pleasure of the Board of Directors.
Such
committees shall advise and aid the officers of the Corporation in all matters
designated by the Board of Directors. Each such committee may,
subject to
the approval of the Board of Directors, prescribe rules and regulations for the
call and conduct of meetings of the committee and other matters
relating to
its procedure.
2. Executive Committee
The Board
of Directors may appoint from its number an Executive. The members of any such
committee shall serve during the pleasure of the Board of
Directors.
Each such committee may, subject to the approval of the Board of Directors,
prescribe rules and regulations for the call and conduct of meetings
of the
committee and other matters relating to its procedure. The Executive Committee,
if any, shall have full authority to act on behalf of the Board of
Directors,
except that it shall have no power to elect officers or to enter into any
transactions or engage in activities which it knows to be contrary to the
wishes of a
majority of the Board of Directors.
3. Training Committee
A
Training Committee of at least 3 members shall be appointed by the Board of
Directors annually. The members may be drawn from any and all members
of the
Association, without regard to category, nor election by the membership. The
duties of the Training Committee shall be to organize and schedule the
annual
training sessions for the Association; including but not limited to the Basic
Harbormaster Course that must follow the curriculum agreed to and
required by
the Maine Criminal Justice Academy. Other training such as that for Advanced
Harbormasters held at the same time as the Basic Course, and
training
sessions requested by members for other times of the year shall also fall under
the purview of the Training Committee. All scheduled training shall
be approved
by the Board of Directors prior to advertisement to the membership. The
Training Committee shall maintain liaison with the Criminal Justice
Academy in
order to review, modernize and update the curriculum for Basic Harbormaster
within the guidelines and requirements of the Academy.
ARTICLE X
Voting Upon Shares of Other Corporations
Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to vote either in person or by proxy at any meeting of shareholders of any corporation in which this Corporation may hold shares, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner thereof, this Corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.
ARTICLE XI
Fiscal Year
The fiscal year of the corporation shall be as
established by the Board of Directors.
Prohibition Against Sharing in Corporate Earnings
No director, officer or employee of or member of a committee of or person connected with the Corporation, or any other private individual shall receive, at any time, any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All directors of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
ARTICLE XIII
Investments
The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors without being restricted to the class of investments which a director is or might hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
ARTICLE XIV
Amendments
1. Bylaws
The
membership shall have power to make, alter, amend and repeal the Bylaws of the
Corporation by affirmative vote of two-thirds (2/3) of the members,
provided
however, that the action is proposed at an annual or special meeting of the
Board of Directors or membership and adopted at subsequent
membership
meeting and that written notice setting forth the proposed amendment or a
summary of the charges be sent to each member entitled to vote
thereon at
least ten (10) days but not more than fifty (50) days next prior to the meeting
at which said change is to be voted upon.
2. Articles of Incorporation
The
membership shall have power to amend the Articles of incorporation of the
Corporation -by affirmative vote of two-thirds (2/3) of its members, provided,
however, that
the Board of Directors shall adopt a resolution setting forth the proposed
amendment and direct that it be submitted to a vote at a Subsequent
membership
meeting, which may be an annual or special meeting. Written notice setting
forth the proposed amendment or a summary of the changes
shall be
given to each member entitled to vote nor less than ten (10) days nor more than
fifty (50) days prior to the date of the said membership meeting.
ARTICLE XV
Exempt Activities
Notwithstanding any other provision of these Bylaws, no director, officer, employee, committee member or representative of the Corporation shall take any action or carry on any activity by or on behalf of this Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they may hereafter be amended, or by an organization, contributions, to which are deductible under Section 170(c)(2) of such Code Regulations as they now exist or as they may hereafter be amended.