Articles Of Association And Bylaws
ARTICLE I - NAME, SEAL, LOCATION
SECTION 1. NAME: The name of this organization shall be American Boat Builders & Repairers Association (ABBRA).
SECTION 2. SEAL: the organization shall have a corporate seal, which shall have subscribed thereon the name of the Association and the words "corporate seal," and the words "incorporated in New York 1943."
SECTION 3. LOCATION: The State of Maryland shall be the principal location of the the headquarters of the Association. The board of directors may determine other locations as seen fit.
ARTICLE II - OBJECTIVES
The objectives of this Association in all lawful ways are:
* To develop and encourage high standards of service and conduct within the industry;
* To foster and promote the common business and professional interests of members without deriving benefit for itself or any member;
* To provide an instrument through which members may coordinate their efforts in handling matters of common concern;
* To provide a forum for the discussion of problems relating to the industry;
* To provide an opportunity for the exchange of experience and ideas through discussion, publications, and training seminars.
ARTICLE III - MEMBERSHIP
SECTION 1. ACTIVE MEMBERSHIP: Active membership shall be open to any person, firm, or corporation engaged in the building, refit, repairing and/or servicing of boats in the United States, or elsewhere, provided that it is engaged in the building, refit, repair, and/or servicing of boats not exceeding 200 feet in length, and provided that at least fifty percent (50%) of the gross sales of the entity, or $250,000 shall be derived primarily from the building, refit, repair, and/or servicing of boats.
SECTION 2. ASSOCIATE MEMBERSHIP: Associate membership shall be open to firms who provide at least fifty percent (50%) of their products or services to the marine industry, or to any other firms who may not otherwise qualify for full voting membership subject to the approval of the membership committee.
SECTION 3. AFFILIATE MEMBERSHIP: Affiliate membership shall be open to those marine trade organizations, international, national, regional, or state, whose interests are allied with, or similar to, those of ABBRA's. Such affiliated organizations shall be represented in ABBRA by one person designated by said organization. They shall have no vote, and shall not be eligible for ABBRA insurance or other benefits.
SECTION 4. PROFESSIONAL MEMBERSHIP: Professional membership shall be open to those individuals whose businesses as sole practitioners are in a related marine field, and who provide at least fifty percent (50%) of their services to the marine industry.
SECTION 5. LIFE AND HONORARY MEMBERSHIP: Life and honorary membership rights may be conferred upon members of the Association and other persons who have served the organization a minimum of fifteen years. The board of directors may determine other qualifications for conferring life or honorary membership at its discretion.
SECTION 6. APPLICATION FOR MEMBERSHIP: A member in good standing shall sponsor all applications for membership . Applications for membership shall be addressed to the Association office on a form approved by the membership committee. Each applicant shall agree to comply with these bylaws as amended from time to time, and to abide by such rule and regulations as are duly adopted by the Association or the board of directors.
SECTION 7. REMOVAL: Members of any classification of membership may be removed by the board of directors for cause by a two-thirds (2/3) vote. For any cause other than non-payment of dues, removal shall occur only after the member complained against has been advised of the complaint
against him, and has been given reasonable opportunity for defense; and such member, if removed, may appeal from the decision of the board at the annual meeting of the Association, providing that intent to appeal is submitted in writing to the president at least ten (10) days in advance of the meeting.
SECTION 8. REINSTATEMENT: A member may be reinstated on showing proof of qualification and paying the current year's dues.
SECTION 9. RESIGNATION: A member may resign by filing a written resignation with the president and by paying any dues or other charges outstanding.
ARTICLE IV - DUES AND FEES
SECTION 1. ESTABLISHMENT OF DUES AND FEES: Dues and initiation fees shall be established by the board of directors for all classes of members.
SECTION 2. PAYMENT: Dues shall be paid upon application for any class of membership and annually or quarterly thereafter. Any member of the Association shall be deemed delinquent if dues are not paid within sixty (60) days from the time they are due, and shall be notified of said delinquency. If payment is not received within one hundred and eighty (180)days, then the member shall be dropped from the rolls, and shall forfeit all rights and privileges of membership. The board of directors may waive such suspension if it deems it justified.
SECTION 3. REFUNDS: Dues shall not be refunded to a member whose membership has been terminated.
ARTICLE V - MEETINGS
SECTION 1. ANNUAL MEETING: The annual meeting of the Association for the election of the board of directors, the receiving of annual reports, and transaction of other business shall be held at such time and place as the board of directors may determine.
SECTION 2. SPECIAL MEETINGS: Special meetings of the Association may be called by the president of the board upon written request of ten (10) voting members of the Association. The notice of the meeting shall specify its purpose.
SECTION 3. NOTICE: At least thirty (30) days written notice of each annual or special meeting shall be given to each member of the Association.
SECTION 4. MEETINGS OF THE BOARD OF DIRECTORS: The board of directors shall meet at such time and place as it may determine, or at the call of the president. A minimum of ten (10) business days notice shall be given to all board members. Special meetings of the board may be called by the president at the request of three (3) members of the board. Meetings may be held in person or by phone.
SECTION 5. VOTING: At all meetings of the Association each active member shall have only one vote in person or by proxy. Unless otherwise specifically provided by these bylaws, a majority vote of those voting shall govern.
SECTION 6: PROXY: Every member of the Association entitled to vote at any meeting may vote by proxy. Proxies shall be in writing, and shall be revocable by the member executing same. The proxy shall be valid only for the meeting/issue it was given for, and its efficacy will expire after the meeting/issue is over.
SECTION 7. QUORUM: At all annual or special meetings of members, a quorum shall consist of fifty percent (50 %) of those active members registered for said meeting, providing that no less than twenty (20) members are present. A majority of the members of the board of directors shall constitute a quorum at its meetings.
ARTICLE VI - OFFICERS, BOARD OF DIRECTORS, AND EMPLOYEES
SECTION 1. BOARD OF DIRECTORS: The activities and property of the Association shall be managed and supervised by a board of directors that shall consist of the officers of the association, a minimum of five (5), and a maximum of twenty two (22), active members, or a maximum of nineteen (19) active members, two (2) associate members, and one (1) professional member. Each board members is expected to perform the following duties:
* Attend all ABBRA meetings;
* Serve on one standing committee;
* Be supportive of all ABBRA programs;
* Recruit new members;
* Participate in idea sharing sessions that may benefit Association;
* Assume duties with enthusiasm, and work towards their completion in a timely fashion;
* Follow decisions made by directors of ABBRA;
* Adhere to ABBRA's Code Of Ethics
SECTION 2. ELECTION: The board of directors shall be elected in accordance with article VII, SECTION I on a staggered basis. Terms shall be for three (3) years. Members may be elected to succeed themselves, but may not serve more than six (6) consecutive terms, and a member who is also an officer will remain a member of the board of directors during his/her terms of office. The board of directors shall elect from the board membership the president, vice-president, treasurer, and secretary, which officers shall serve for a period of one (1) year, and such officers may be re-elected for one additional term. The immediate past-president shall automatically serve on the board.
SECTION 3. PRESIDENT: the president shall be the executive officer of the Association, and shall be a member ex-officio of all committees, and shall exercise such powers as the board of directors may vest in him/her.
SECTION 4. VICE-PRESIDENT: In the absence of the president, the vice-president shall preside at meetings of the Association.
SECTION 5. TREASURER: The treasurer shall discharge those duties as ordinarily are included in the office of the treasurer, and shall make a report of the financial condition of the Association at the annual meeting. The day-to-day collection and depositing of funds, paying of ordinary bills, and preparation of checks shall be the sole responsibility of the administrator, executive director, or managing director.
SECTION 6. SECRETARY: The secretary shall keep a complete record of all proceedings and correspondence of the Association. The secretary shall send notices of meetings to members of the association as required. The secretary shall keep a membership book containing the names and addresses of each member of the association and the date and manner of termination of any such membership, and shall perform all other duties usually appertaining to the office of secretary.
SECTION 7. EMPLOYEES: The direction and management of the day-to-day affairs of the Association may be vested in a professional association management firm, or in an individual selected by the board of directors, for such a period of time and under such conditions, as the board of directors shall determine.
SECTION 8. SIGNING OF CHECKS: All checks over one thousand and five hundred dollars ($1500,00) must be co-signed by the treasurer or the president. Association credit card statements shall be reviewed monthly by the president or the treasurer.
SECTION 9. BOND: the board of directors may require a bond for officers and employees, if deemed necessary. The Association shall pay for the cost of the bond.
SECTION 10. VACANCIES AND REMOVAL: Any vacancy occurring on the board of directors shall be filled by appointment, and confirmed by a majority vote, of the board of directors. A director so elected to fill a vacancy shall complete the unexpired term of his predecessor. The board of directors may, in its discretion, by affirmative vote of two-thirds (2/3) of its members, remove any director for cause. A member of the board of directors may resign at any time, for any reason, by filing a written resignation with the president, and by paying any dues or other charges outstanding.
SECTION 11. COMPENSATION: Directors and elected officers shall not receive any compensation for their services, but shall be reimbursed for legitimate expenses to the extent authorized by the board.
ARTICLE VII - STANDING COMMITTEES
SECTION 1. NOMINATING COMMITTEE FOR THE BOARD OF DIRECTORS: The President shall appoint with the approval of the Board of Directors a nominating committee that shall consist of at least three (3) active members, one of whom shall have served on the nominating committee for the previous election. The committee shall solicit names as it deems necessary to achieve the proper balance of qualifications. The committee shall nominate the same number persons to equal the number of available board positions to be filled. Nominations shall be announced to the membership in writing not less than three (3) months prior to the annual meeting. Thirty days shall be allowed for additional nominations from the membership. Any additional members nominated by petition of ten (10%) percent of the voting membership shall be placed on a ballot along with the nominees proposed by the nominating committee. If a member is nominated by petition then the nominating committee will conduct an election within 30 days of closing the nominations. A ballot will be sent in which each active member will have one vote to cast for each number of available board directorship vacancies. The final slate shall be announced at the annual meeting, and, absent any new names placed in nomination, and subject to the ballot under the provisions of this article and section, this slate shall be accepted by proposal of the secretary. Results of the election shall be announced at the annual meeting.
SECTION 2. PROGRAM COMMITTEE: The program committee shall make recommendations of speakers and topics for, and locations of, Association programs, and shall submit these to the board of directors for its approval.
SECTION 3. MEMBERSHIP COMMITTEE: The membership committee shall recruit, solicit, and welcome new members.
SECTION 4. MARKETING COMMITTEE: The marketing committee shall develop ways of promoting ABBRA.
SECTION 5. CAPSTAN COMMITTEE: The Capstan committee shall provide general editorial oversight of the Association newsletter.
SECTION 6. DISPUTE RESOLUTION COMMITTEE: The dispute resolution committee will respond to all inquiries from consumers and ABBRA members, and will initiate a dispute resolution process if appropriate..
SECTION 7. SPECIAL COMMITTEES: The president, with the approval of the board of directors, shall appoint such other committees or task forces as are necessary, and that are not in conflict with other provisions of these bylaws, and the duties of any such committees shall be prescribed by the board of directors upon their appointment.
SECTION 8. LIMITATION: No committee or individual shall represent the Association in advocacy of, or in opposition to, any project without the specific authorization of the board of directors, or without authorization as may have been clearly granted under powers delegated to that committee or persons by the board of directors.
ARTICLE VIII - EXECUTIVE COMMITTEE
SECTION 1. AUTHORITY AND RESPONSIBILITY: The executive committee may act in place and stead of the board of directors between board meetings on all matters, except those specifically reserved to the board by these bylaws, pursuant to delegation of authority to such committee by the board of directors. Actions of the executive committee shall be reported to the board of directors by mail or in person.
SECTION 2. COMPOSITION AND ELECTION: The executive committee shall consist of no more than seven (7) , and no less than five (5), members of the board of directors, to include the president, vice-president, treasurer, secretary, and up to three (3) directors who shall be appointed by the president. The xcom shall notify board members of its intent to meet. Notice shall be made at least 48 hours and that the meeting is open to all board members.
SECTION 3. QUORUM CALL OF MEETINGS: A majority of the executive committee shall constitute a quorum at any duly called meeting of the committee. The president shall call such meetings of the executive committee as the business of the association may require, or a meeting shall be called by the president upon request of three (3) members of the executive committee.
ARTICLE IX - RULES OF ORDER
SECTION 1. The meetings and proceedings of this Association shall be regulated and controlled to Roberts Rules Of Order (Revised) for parliamentary procedure, except as may be otherwise provided by these bylaws.
ARTICLE X - LEGAL COUNSEL
SECTION 1. Legal counsel may be retained as approved by board of directors.
ARTICLE XI - FISCAL YEAR
SECTION 1. The fiscal year of the Association shall be January 1 to December 31.
ARTICLE XII - DISSOLUTION
SECTION 1. The Association shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the board of directors.
ARTICLE XIII - AMENDMENTS
SECTION 1. These bylaws may be amended or repealed in whole or in part by a two-thirds (2/3) vote of the active members present at any annual meeting of the Association duly called and regularly held, notice of such proposed changes having been sent in writing to the members thirty (30) days before such meeting, or by a two-thirds vote of the active members voting on thirty (30) day letter ballot. Amendments may also be proposed by the board of directors on its own initiative, or upon a petition of twenty (20) active members addressed to the board.
ARTICLE XIV - INDEMNIFICATION
SECTION 1. Every director, officer, or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees reasonably incurred or imposed upon him in connection with any proceeding to which he may be made a party of, or in which a director, officer, or employee of the Association, or any settlement thereof, whether or not he is a director, officer, or employee at the time such expenses are incurred, except in such cases wherein the director, officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties. Provided, however, that in the event of a settlement, the indemnification herein shall apply only when the board of directors approves such settlement and reimbursement as being for the best interests of the Association. The foregoing right to indemnification shall be in addition to, and not inclusive of, all other rights to which such director, officer or employee may be entitled.
Adopted November 16, 1979
Amended November 13, 1982
Amended November 12, 1983
As amended November 10, 1984
As amended December 7, 1985
As amended January 10, 1997
As amended February 8, 2001
