ARTICLE I. NAME
The name of the Association (hereinafter "the Corporation" or "the Association") is the Cape & Islands Harbormasters' Association, Inc.
ARTICLE II. SEAL AND FISCAL YEAR
The seal shall be circular in form with the name of the Association around the periphery and the year and state of the incorporation within. The fiscal year shall commence on the first day of January of each year or such other date as the Directors may determine.
ARTICLE III. PURPOSE
The purposes of the Association are to:
Provide a forum for the exchange of ideas and information among the Harbormasters of Cape Cod and the Islands of Nantucket and Martha's Vineyard (Cape & Islands);
Facilitate better administration of the harbors and waterways of the Cape & Islands;
Act in a coordinated manner on proposed and enacted legislative programs which affect the
Association or it's constituencies;
Promote the general welfare of the boating public of the Cape & Islands;
Conduct such other activities and programs in support of the foregoing purposes as are allowed by law.
ARTICLE IV. POLICIES
Section 1. Goals
The policies of this Association shall be consistent with those typical of law enforcement departments in the Commonwealth, and shall be designed to effect safer boating, better management of our harbors and waterways, and greater professionalism among the Harbormasters of the Cape & Islands and surrounding areas.
Section 2. Non-commercial Nature.
The Association shall be non-commercial, nonpartisan, nondiscriminatory, and open to all qualified individuals on equal basis. The names of the Association and its officers shall not be used in connection with any commercial concern or partisan interest or anything other than the regular work of the Association. No commercial enterprise or candidate for political office shall be endorsed by the Association.
Section 3. Use of Emblems, Seals, etc.
The Association shall have the exclusive right to use the name "Cape & Islands Harbormasters' Association, Inc." and shall retain the exclusive right to use, and to allow or refuse to allow the use of any emblems, seals, badges, or other items incorporating the words "Cape & Islands Harbormasters", or "Cape & Islands Harbormasters' Association" or any of the Association's registered marks.
ARTICLE V. MEMBERS
Section 1. Eligibility
The Harbormasters of all cities and towns of the Cape & Islands and surrounding area who support the purposes described in Article III above are eligible for membership in the Association upon payment of dues as provided for in Section 5 of this Article.
Section 2. Honorary Members.
Honorary members may be nominated from the floor and elected to honorary membership at an annual meeting, or special meeting in lieu of annual meeting, only. A majority of those present at such meeting is required to elect an Honorary Member to membership in the Association.
Section 3. Resignation
Any member may resign at any time by giving notice of his or her resignation in writing to any officer or director of the Association.
Section 4. Removal
Members may be removed from membership at any time with or without cause by a majority vote of the members. Since active participation in the activities of the Association is critical to the furtherance of its purposes, it is required that each member jurisdiction be represented at not less than four meetings per year in order to maintain good standing. Failure to comply with this requirement, unless expressly excused by the Executive Committee, shall result in termination of membership until the end off the current year.
Section 5. Dues and Assessments
Members shall pay annual dues and special assessments as may be determined from time to time by the Directors or Officers. Dues payment shall qualify the Harbormaster and any and all Assistant Harbormasters of that member's city or town to attend meetings of the Association. Honorary members shall not be required to pay dues or assessments.
Section 6. Changes to Dues and Assessments.
No change in the dues shall become effective until approved by two-thirds of the membership present at a regular meeting of which written notice has been given to all members of the Association at least ten days prior to said meeting.
Section 7. Notice of Arrearage.
Any member in arrears will be notified by the Secretary in writing within sixty days following the dues payment due date. If the Association is unable to notify the Harbormaster directly, this notification will be made to the Board of Selectmen of that city or town for forwarding to the proper authority.
ARTICLE VI. MEETINGS OF THE MEMBERS
Section 1. Place
All meetings of the members shall be held at such place within the United States of America as is named in the call.
Section 2. Annual Meeting
The annual meeting of the members shall be held in (JUNE) and shall be called by any Officer or any Director. In the event the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting.
Section 3. Special Meetings
Special meetings of the members may be called by the President or by any Director, and shall be called by the Secretary, or in the case of the death, absence, incapacity, or refusal of the Secretary, by any other Officer, upon written application of any member or members entitled to vote thereat. In case none of the Officers is able and willing to call a special meeting, the Supreme Judicial or Superior Court, upon application of any member or members entitled to vote thereat, shall have jurisdiction in equity to authorize one or more of such members to call a meeting by giving such notice as is required by law.
Section 4. Notice
All meetings of the members shall be called by giving at least ten days notice to each member stating the place, day and hour for the meetings and the purpose thereof. Notices shall be mailed postpaid to, or delivered at, the address of the members as they appear on the books of the Association. Whenever notice of a meeting is required to be given a member under applicable law, the Articles of Organization or these bylaws, a written waiver thereof, executed before or after the meeting by such member or his attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice. Notwithstanding the foregoing, notice of any change of the date fixed in the bylaws for the annual meeting shall be given to all members at least twenty (20) days before the new date fixed for such meeting.
Section 5. Quorum
The number of members who appear in person or by proxy at any meeting shall constitute a quorum for the conduct of business at that meeting.
Section 6. Voting
At all meetings of the members, every member jurisdiction shall be entitled to one vote. Although Assistant Harbormasters may be present and may debate all subjects, they shall be allowed to cast ballots only in the absence of the Harbormaster from their respective jurisdiction. In no case shall any city or town be allowed more than one vote on any question.
When a quorum is present at any meeting, the vote of a majority of the members represented at that meeting shall, except where a larger vote may be required by law, the Articles of Organization or these bylaws, decide any question brought before the meeting.
Members may vote by written proxy dated not more than six months before the meeting named therein, which shall be filed with the Secretary, before being voted.
Honorary members will have no voting power and shall not be counted when determining a quorum.
Section 7. Action by Consent
Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all the members consent to the action in writing and the written consents are filed with the records of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting.
ARTICLE VIII. OFFICERS
Section 1. Enumeration
The Officers of the Association shall be a President, Vice President, Treasurer, Secretary, and such other officers as the Board may designate.
Section 2. Qualifications
All Officers shall be Directors. No person shall hold more than one office, except that the offices of Secretary and Treasurer may be combined and held by a single individual. The Secretary shall be a resident of Massachusetts.
Section 3. Initial Officers
The initial Officers shall be those persons named as Officers in the Articles of Organization. Thereafter, the Officers shall be elected by the members at the annual meeting of the members. The Directors also may at any time elect such other Officers as they shall designate.
Section 4. Resignation
Any Officer may resign at any time by giving his or her resignation in writing to the President, Vice President, Treasurer, Secretary, or any other Officer or Director of the Association.
Section 5. Removal of Officers
Officers may be removed from their respective offices with or without cause by vote of a majority of the Directors then in office or by a majority vote of the members.
Section 6. No Right to Compensation
Officers shall serve without compensation.
Section 7. Vacancies
In the event of a vacancy in one of the elected offices of the Association, the Executive Committee shall appoint a member of the Association to fill the unexpired term. Said appointee shall hold office until his resignation, removal, Or until the election of his successor at the next annual meeting except as provided for in this section. The Association may however, by unanimous vote at a regular meeting, allow for the election of a replacement to fill a vacated office prior to the annual meeting, in which case all other provisions of this article shall be observed.
ARTICLE VII. DIRECTORS
Section 1. Enumeration
The Association shall have a Board consisting of seven Directors who shall have the powers and duties of a Board of Directors under Massachusetts law. The Directors shall be responsible for the general management and supervision of the business and affairs of the Association except with respect to those powers reserved to the members by law, the Articles of Organization or these bylaws. The Board of Directors may from time to time, to the extent permitted by law, delegate any of its powers to committees, subject to such limitations as the Board of Directors may impose.
Section 2. Composition
The Board of Directors ("Board") shall be composed of the President, Vice President, Secretary, Treasurer, Immediate Past President, and two "Members-at-Large" of the Association. If the offices of Secretary and Treasurer are held by a single person, a third "Member-at-Large" will fill the seventh position on the Board.
Section 3. Initial Directors
The initial Directors shall be those persons named as directors in the Articles of Organization. Thereafter, the Directors shall be elected at the annual meeting of the members.
Section 4. Terms of Office
Members of the Board who serve by virtue of their elected Corporate office shall remain members of the Board until their successors have been elected. Members of the Board who serve as "Members-at-Large" shall serve for a period of two (2) years or until their respective successors are elected and qualified.
Section 5. Committees
The Board shall have the authority to appoint such committees as it may deem necessary, and for such times as it deems necessary, to promote and facilitate the purposes of the Association, and to delegate to any such committee any authority that it may deem proper. Members of the Board are expected to also play active roles in the functions of any such committees.
Section 6. Resignation
Any Director may resign at any time by giving his or her resignation in writing to the President, Vice President, Treasurer, Secretary, or any other Officer or Director of the Association.
Section 7. Removal of Directors
Directors may be removed from office at any time with or without cause by a majority vote of the Directors then in office or by a majority vote of the members.
Section 8. No Right to Compensation
Directors shall serve without compensation.
Section 9. Vacancies
Continuing Directors may act despite a vacancy or vacancies in the Board and shall for this purpose be deemed to constitute the full Board. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the board, may be filled by the Directors, unless previously filled by the members in the election of the Directors.
ARTICLE VI. POWERS AND DUTIES OF DIRECTORS AND OFFICERS
Section 1. President
The President shall be the chief executive officer of the Association and as such shall have charge of the affairs of the Association subject to the supervision of the Board of Directors. He shall preside at all meetings of the Association, Board of Directors, and Executive Committee, and shall be an ex-officio member of all other committees, except the nominating committee. He shall be an authorized signer of all checks, notes, deeds, leases, mortgages, and other legal documents given on behalf of the Association. He shall have the power to call meetings of the Association, Board of Directors, and Executive Committee. The President shall also have such other powers and duties as customarily belong to the office of President or as may be designated from time to time by the Board of Directors.
Section 2. Vice President.
At the request of the President, or in his absence at any scheduled meeting of the Association, Board of Directors, or Executive Committee, the Vice President shall perform all of the duties and exercise all of the powers normally associated with the office of President. In the event of the disability of the President, the Vice-President shall have the authority to call meetings of the Association, Board of Directors, and Executive Committee.
Section 3. Secretary.
The Secretary shall have charge of such books, documents, and papers as the Board of Directors may determine, and shall have custody of the Corporate Seal. He shall attend all meetings of the Association and shall keep the minutes of those meetings; shall keep a record containing the names, addresses, and telephone numbers of all members of the Association and shall distribute said list annually to the membership; and shall perform such other duties as may be assigned to him by the President. He shall give notice to all members at least ten days prior to any meeting of the Association.
Section 4. Treasurer.
The Treasurer shall be the chief financial officer of the Association. The Treasurer shall also have such powers and duties as customarily belong to the office of treasurer or as may be designated from time to time by the President or the board of Directors.
The Treasurer shall have custody of all funds and property of the Association subject to such restrictions as may be imposed by the Board of Directors. He shall receive all funds, depositing the funds in the name of the Association in a Bank or Trust Company as may be designated by the Board of Directors. He shall bean authorized signer of all checks, notes, and other obligations given on behalf of the Association. He shall not make any disbursement in excess of one hundred dollars ($100.00) without the prior approval of the Board of Directors or the approval of two-thirds of the membership present at any regular meeting.
He shall keep an accurate record of all receipts and disbursements and shall report on all transactions and the status of all accounts at each meeting of the Association, and at other times as required by the Executive Committee.
Section 5. Other Officers
Other officers shall have such powers as may be designated from time to time by the board of Directors.
ARTICLE IX. MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Place
Meetings of the Board of Directors shall be held at such place within or without Massachusetts as may be named in the notice of such meeting.
Section 2. Annual and Regular Meetings
The annual meeting of the Board of Directors shall be held each year immediately after and at the place of the annual meeting of the members at which the Board is elected. In the event the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting. Regular meetings may be held at such times as the Directors may fix.
Section 3. Special Meetings
Special meetings of the Board of Directors may be called by the President or any other Officer or Director at other times throughout the year.
Section 4. Notice
No notice need be given for a regular or annual meeting. Twenty- four hours' notice by mail, electronic mail, telegraph, telephone, or word of mouth shall be given for a special meeting unless shorter notice is adequate under the circumstances. A notice or waiver of notice need not specify the purpose of any special meeting. Notice of a meeting need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her.
Section 5. Quorum
A majority of the Directors then in office shall constitute a quorum, but a smaller number may adjourn finally or from time to time without further notice until a quorum is present. If a quorum is present, a majority of the Directors present may take any action on behalf of the Board except to the extent that a larger number is required by law, the Articles of Organization or these by-laws.
Section 6. Action by Consent: Telephone Conference Meetings
Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as a vote at a meeting.
Members of the Board or any committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
Section 7. Vote of Interested Directors
A Director who is a member, stockholder, trustee, director, officer or employee of any firm, company, corporation, or association with which the Association contemplates contracting or transacting business shall disclose his or her relationship or interest to the other Directors acting upon or in reference to such contract or transaction. No Director so interested shall vote on such contract or transaction, but he or she may be counted for the purpose of determining a quorum. The affirmative vote of a majority of the disinterested Directors shall be required before the Association may enter into such contract or transaction.
In case the Association enters into a contract or transacts business with any firm, company, corporation, or association of which one or more of its Directors is a member, stockholder, trustee, director, officer, or employee, such contract or transaction shall not be invalidated or in any way affected by the fact that such Director or Directors have or may have interests therein which are or might be adverse to the interests of the Association.
No Director or Directors having disclosed such adverse interest shall be liable to the Association or to any
creditor of the Association or to any other person for any loss incurred by it under or by reason of any such contract or transaction, nor shall any such Director or Directors be accountable for any gains or profits to be realized thereon.
ARTICLE XI. ELECTION OF OFFICERS AND DIRECTORS
Section 1. Elected Offices
The President, Vice President, Secretary, Treasurer, and Directors of the Association shall be elected by a simple majority at the annual meeting and subject to the conditions outlined elsewhere in this article.
Section 2. Nominations
Nominations for the elected offices of the Association shall be made by a nominating committee which shall be appointed by the Board of Directors at least two (2) months prior to the annual meeting (APRIL). The nominating committee shall make its report at a regu1ar meeting at least one (1) month prior to the annual meeting (MAY). Following the report of the nominating committee, nominations from the floor shall be accepted, provided that the nominee has given his or her consent.
Section 3. Statement of Goals
All nominees for elected office shall distribute to the membership present, a written statement of his/her goals for the ensuing term, at, or prior to, the beginning of the annual meeting at which the election is to take place.
Section 4. Time and Place of Elections
Elections shall be held immediately prior to the close of the annual meeting as the last order of business, and the newly elected officers will commence the performance of their respective duties immediately.
Section 5. Secret Ballot
Elections shall be made by written secret ballot whenever there is more than one nominee for office. In such a situation the Board will choose a committee of three to count the ballots, and that committee shall announce only the name of the successful candidate, not the actual count of the ballots.
ARTICLE IX, EXECUTIVE COMMITTEE:
The Executive Committee of the Association shall consist of the President, Vice President, Secretary, and Treasurer.
The Executive Committee shall have such powers as are designated by the Board, or as specified in these bylaws.
Article VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a Director or Officer of the Association, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by the Association, or the proceeding seeks a declaratory judgment regarding his or her own conduct).
No indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the Association, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction.
Such indemnification shall include payment by the Association of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment.
These indemnity provisions shall also apply to a member of the Association who, at the request of the Association, may serve or at any time has served as a Director or Officer of, or in a similar capacity with, another organization.
A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he or she had a fiduciary duty.
Where indemnification hereunder requires authorization or approval by the Association, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a Director of the Association approves the payment of indemnification, such Director shall be wholly protected, if:
(i.) the payment has been approved or ratified (1) by a majority vote of a quorum of the Directors consisting of persons who are not at that time parties to the proceeding, (2) by a majority vote of a committee of two or more Directors who are not at that time parties to the proceedings and are selected for this purpose by the full board (in which selection Directors who are parties may participate), or (3) by the members of the Association if disinterested; or
(ii.) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Association) appointed for the purpose by vote of the Directors or in the manner specified in clauses (1), (2) or (3) of subparagraph (i); or
(iii) the payment is approved by a court of competent jurisdiction; or
(iv) the Directors may have otherwise acted in accordance with the standard of conduct set forth in Chapter 180 of the Massachusetts General Laws.
Any indemnification or advance of expenses under this article shall be paid promptly, and in any event within 30 days, after the receipt by the Association of a written request thereof or from the person to be indemnified, unless with respect to a claim for indemnification the Association shall have determined that the person is not entitled to indemnification. If the Association denies the request or if payment is not made within such 30-day period, the person seeking to be indemnified may at any time thereafter seek to enforce his or her rights hereunder in a court of competent jurisdiction and, if successful in whole or in part, he or she shall be entitled also to indemnification for the expenses of prosecuting such action. Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on the Association.
The right of indemnification under this article shall be a contract right inuring to the benefit of the Directors, Officers, and other persons entitled to be indemnified hereunder and no amendment or repeal of this article shall adversely affect any right of such Director, Officer, or other person existing at the time of such amendment or repeal.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a Director, Officer, or other person entitled to indemnification hereunder. The indemnification provided hereunder may, to the extent authorized by the Association, apply to the Directors, Officers, and other persons associated with constituent corporations that have been merged into or consolidated with the Association who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of the Association.
The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which such Director or Officer or other persons may be entitled. Nothing contained in this article shall affect any rights to indemnification to which Association employees or agents other than Directors and Officers and other persons entitled to indemnification hereunder may be entitled by contract or otherwise under law.
ARTICLE XIII, AMENDMENTS:
These By-Laws may be altered, amended or repealed, in whole or in part, by the affirmative vote of a two thirds majority of the members at a regular meeting, provided however, that the language of the proposed changes must be distributed by hand or by mail at least ten days prior to the meeting at which they are to be voted upon.
The Directors may also make, amend, or repeal these bylaws in whole or in part and shall give written notice of such action to the membership before the next meeting of members. Any such alteration, amendment, or repeal by the Directors may then be altered, amended, or repealed, in whole or in part, by the affirmative vote of a majority of the membership entitled to vote thereon. Notwithstanding the above provisions of this Article XIII, any amendment, alteration or repeal of a bylaw by the Directors as provided for in this Article shall be valid and given full force and effect unless and until acted upon by the membership.
Article IX. ACCEPTANCE OF GIFTS
The Board of Directors or the Officers may from time to time on behalf of the Association accept gifts of money or securities upon such terms as they shall approve, and may hold such cash or securities in the name of the Association or of such nominee or nominees as the Board of Directors or the Officers may appoint, and may collect and receive the income thereof and devote the principal or income of such gifts to such purposes within the scope of the activities of the Association as the Board of Directors or the Officers may determine.
The Board of Directors or the Officers may enter into an agreement with any donor to continue to devote the principal or income of the gift to such particular purpose as the donor may designate, provided that such purpose is duly approved or ratified by resolution of the Board of Directors or of the Officers; and after such agreement, the principal or income of that particular gift shall be devoted in accordance with such agreement for the time specified therein.
Article X. RIGHTS AND LIABILITIES OF MEMBERS
The members of this Association shall have no right, title, or interest whatsoever in its income, property, or assets, nor shall any portion of such income, property, or assets be distributed to any member on the dissolution or winding up of the Association. Members of this Association shall not be personally liable for the debts, liabilities, or obligations of the Association.