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North Alabama Boaters Association Ditto Landing
Chapter Huntsville, Alabama |
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Bylaws ARTICLE
I The name shall be the "North Alabama Boaters Association," sometimes hereafter referred to as the "Association." The designation "he" or "his" shall include singular, plural, masculine, feminine, or neuter as required by context. “In writing” shall be considered delivery by paper copy, email, or the Association web site. The primary center of the Association activities will be at Ditto Landing, Huntsville, Alabama. ARTICLE
II The purpose of the Association shall be the promotion of boating, education, safety, and community activities relative to recreational boating. ARTICLE
III The principal office of the association shall be determined by the Executive Committee and provided in writing to the general membership. The executive committee may change the principal office to a different location at any time with notification to the general membership in writing no less than seven (7) calendar days in advance. ARTICLE
IV Section 1. The Membership of the Association shall be without discrimination against any person on the basis of age, race, color, or religion, and shall consist of the following classes: Regular Members, Associate Members, and Honorary Members: a. Regular Members In order to qualify for Regular Membership, the applicant must be age 21 or older and have a sincere interest in boating. Application for membership will include the submission of the Association’s registration form and the payment of the annual membership dues. b. Associate Members Associate Members are vendors and commercial representatives who provide financial support, equipment, promotional items, or other services. Application for membership will include the submission of the Association’s registration form and the payment of the annual membership dues. The Executive Committee will review all applications and shall have the authority to accept or reject all Associate Member applications. Associate members shall not be eligible to hold elective office. c. Honorary Members The Executive Committee may nominate individuals who, in their opinion, have contributed in a valued way to the furthering of the purpose of the Association. Honorary Membership shall be approved by a quorum vote of the membership as defined in Article V, Section 3. Honorary members shall not be eligible to hold elective office or be required to pay dues. Section 2. Voting Rights a. Each Regular member in good standing shall be entitled to cast one vote at meetings of the Association. b. Associate and Honorary members shall have no voting rights. c. Absentee ballots or Proxy votes are not allowed. Section 3. Guests Association members shall be responsible for the conduct and indebtedness of their guests during Association activities. The Association reserves the right to set aside events as Association Members Only. Section 4. Representation No member shall purport to act on behalf of, speak for, or represent the Association, except as an Executive Officer or committee chairperson in carrying out the duties associated with such position, or except as a duly appointed authorized agent of the association. ARTICLE
V Section 1. Annual Meeting The Annual Meeting of the voting members shall be held in the month of October for the election of officers, presentation and approval of the annual budget, and presentation and approval of the Standard Operation Guideline (SOG) for Dues, Assessments, and Expenditures. The specific date shall be at the discretion of the Commodore, as defined in Article VII, with notification to the voting members no less than thirty (30) calendar days prior to the meeting date of the time, place, and agenda.
Section 2. Special Meetings The Commodore or the written request of five regular members for the purpose of discussion of one topic shall hold Special Meetings of the voting members at any time upon call only. All members shall be notified in writing no less than three (3) calendar days prior to a Special Meeting of the time, place, and agenda. Section 3. Quorum Requirement Ten percent of the Regular members, as defined in Article IV, Section 2, must be represented at an annual or special meeting in order for a matter to be voted upon. Proxy votes will not be allowed. Simple majorities of voting members present shall be required to carry the vote at a regular meeting, providing the members are not delinquent, as defined in Article IX, Section 4. Section 4. Rules of Order The rules contained in Robert's Rules of Order, as revised, shall govern all General Membership and Executive Committee Meetings.
ARTICLE VI Section 1. Definition The officers of the Association shall constitute the Executive Committee and shall consist of a Commodore, Vice Commodore, Secretary, Treasurer, and Fleet Captain. The term of each officer shall be from 1 October to 30 September, and they may serve a maximum of two consecutive terms in the same office. In the event of a delay in time of the annual meeting for the election of officers, the current officers will continue to serve until such time as elections are held. Section 2. Qualifications a. Must be an active, regular member and in good standing of the North Alabama Boaters Association and available to attend both Executive and General membership meetings. Missing two consecutive Executive Committee meetings, without notification to the Commodore forty-eight (48) hours prior to the meeting, shall be considered grounds for a hearing for removal from office in accordance with Robert’s Rules of Procedure as revised. b. Must be a wet or dry slip renter at Ditto Landing Marina. c. Must not themselves or any immediate family member, at the time of election or during their term, hold a position on the Board of Directors of the Huntsville-Madison County Marina & Port Authority, Ditto Landing, or any other business or organizational board, committee or elected body which might cause a conflict of interest in the execution of their duties as an officer of the North Alabama Boaters Association. ARTICLE VII Commodore: The Commodore shall be the chief executive officer of the Association and shall preside at all meetings of the Association and the Executive Committee. The Commodore shall prepare and submit the Association Annual Budget and Standard Operation Guideline (SOG) for Dues, Assessments, and Expenditures for approval at the annual general membership meeting. He shall be, ex-officio, a member, of all committees, and shall have general management and direction of the business and operation of the Association. Vice Commodore: It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of his duties. In the Commodore’s absence, or in the case of vacancy in the office of Commodore, he shall act as Commodore, and when so acting, have the powers of the Commodore.
Secretary: It shall be the duty of the Secretary to keep the minutes of all meetings of the Executive Committee and the Association in books or media approved by the Executive Committee for that purpose. He shall keep a correct roll of all the members and shall see that all notices are duly given in accordance with the provisions of the By-Laws. With the assistance of the Fleet Captain, he shall maintain the correct list of the ownership, name, and key data of each vessel enrolled by general membership in the Association. He shall also perform all duties ordinarily incident to the office of Secretary of a corporation and such other duties as may be assigned to him by the Commodore. Treasurer: It shall be the duty of the Treasurer to collect and receive all monies due the Association, to pay all the bills contracted by it, and keep a correct account of the same in the books or media approved by the Executive Committee for that purpose. He shall assist the Secretary in maintaining a current membership list. He shall be responsible for all monies and shall render a report and account at each meeting of the Executive Committee and at the Annual meeting of the Association. He shall be responsible for assuring that the Standard Operation Guideline (SOG) for Dues, Assessments, and Expenditures are met. He shall perform all the duties ordinarily incident to the office of the Treasurer of a corporation and such other duties as may from time to time be assigned to him by the Executive Committee or the Commodore. He shall be the custodian of any tangible inventory of the Association. Fleet Captain: It shall be the duty of the Fleet Captain to coordinate the boating activities of the Association. He shall assist the Secretary in maintaining key data on the Association. He shall maintain oversight of communications, publications, digital media, and the Association web Site. Vacancies: Vacancies among the officers shall be filled by the affirmative action of the membership, should they deem it appropriate. ARTICLE VIII Section 1. Executive Committee The Executive Committee shall consist of five officers from the regular members of North Alabama Boaters Association. They shall continue in office until their respective successors have been elected. Officers may be removed only for cause, in accordance with Robert’s Rules of Order Revised. A majority of officers in office at the time the meeting begins will constitute a quorum for conducting Executive Committee business. The administration of the property and conduct of the business of the Association shall be vested in the Executive Committee. No officer shall receive compensation for services rendered to the Association, although they may be reimbursed for actual expenses incurred in conducting the business of the Association. No officers or members may be authorized to borrow money from the Association or incur any debt in the name of the Association beyond the Standard Operation Guideline (SOG) for Dues, Assessments, and Expenditures. Section 2. Duties of Executives The Executive Committee is authorized to set policy for the conduct of members and the use of the Association property; audit bills and disburse funds of the Association; to print and circulate documents and publish articles; to carry on correspondence and communicate with other boating associations; to provide for the custody and the keeping of the Association’s records; to designate the place where the business and the affairs of the Association shall be conducted; to determine the number of Regular, Associate and Honorary members; by affirmative vote of three-fifths of all of the members of the Committee, may deny memberships, suspend or expel a member for cause after an appropriate hearing, in accordance with Robert’s Rules of Order Revised; and to do any and all other things that might be deemed proper and necessary to promote the affairs of the Association and protect the interest and welfare of its members. Section 3. Meeting of Executive Committee Meetings of the Executive Committee shall be held at such time and place as the Commodore may designate or at such other times and places which may be designated in writing by not less than three (3) members of the Executive Committee. Each Executive and the General Membership shall be notified no less than seven (7) calendar days of meeting date, place, time, and agenda. Section 4. Ex-Officio Committee Member The immediate past Commodore shall serve as an ex-officio member of the Executive Committee, so long as he is a member in good standing. Serving ex-officio member shall have no voting rights on the Executive Committee. He shall have all voting rights of a Regular member. Section 5. Accountability of the Executive Committee Each member of the North Alabama Boaters Association’s Executive Committee, whether or not in office, and any person who was such a member of the Executive Committee shall be not be held liable for any reason due to the fact that all efforts by the Committee members are voluntary and are for the benefit of the social and boating activities of the North Alabama Boaters Association. This is to the extent permitted by the Not-for-Profit Association law of the State of Alabama or other applicable law, as such exists or may hereafter be adopted or amended. ARTICLE IX Section 1. Standard Operation Guideline for Dues, Assessments,
Expenditures There shall be a Standard Operation Guideline (SOG) for Dues, Assessments, and Expenditures that establishes policy and rules on the Association dues, assessments, and expenditures. This SOG will be prepared by the Executive Committee and be approved by a quorum of Regular Members. Section 2. Dues Determination The annual dues shall be set by the Executive Committee and approved by a vote of quorum membership of the Regular members assembled at the annual meeting or at a Special meeting called for this purpose. The level(s) shall be listed in the Standard Operation Guideline (SOG) for Dues, Assessments, and Expenditures. No dues, fees or assessments shall be levied against honorary members. Members are responsible for payment of special assessments levied by the Executive Committee. Collection of assessments is the responsibility of the Treasurer. Members are also responsible for payment of charges related to Association events not canceled within the stated cancellation limit. Collection of these charges is the responsibility of the Treasurer or the Fleet Captain, respectively. Section 3. Dues Payment All regular members shall pay annual dues, which shall be payable on or before 1 October for the year, 1 October through 30 September. New members joining after 1 July will be considered paid through 1 October of that calendar year. Section 4. Delinquencies Members indebted to the Association for a period of thirty (30) calendar days shall be considered delinquent and the member may no longer participate in Association activities or vote. Members indebted to the Association after sixty (60) calendar days, with written notification to the Member’s last known address, shall have their membership terminated in accordance with Robert’s Rules of Order Revised. Reinstatement of a member shall be at the discretion of the Executive Committee upon payment of the dues set by the Association. Section 5. Expenditures The Commodore or Treasurer may approve reimbursement on any expenditure made by or on behalf of the Association and follow procedures set forth in the Standard Operation Guideline (SOG) for Dues, Assessments, and Expenditures. Section 6. Assessments An assessment notification must be sent to the general membership at least seven (7) calendar days before the Association thereon can take action. Notice will include the purpose of assessment, and the time and place for a meeting where discussion and vote will take place. A quorum vote of the general members shall be necessary for adoption. The manner of assessment payment by the membership will be presented at the meeting. ARTICLE X Section 1. Amendments The general membership shall have the power to formulate and propose amendments to change the North Alabama Boaters Association By-Laws. Amendments to the By-Laws must be approved by two-thirds of the Voting members present at the annual or special meeting called to consider this matter. A copy of the proposed change in the By-Laws will be made available to the Executive Committee sixty (60) calendar days and voting members thirty (30) calendar days prior to the meeting. Section 2. Dissolution Upon dissolution of the Association, the assets thereof shall, after all liabilities and obligations have been paid or adequate provisions made thereof, be distributed equally to the members in good standing. |
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