By-Laws

 

MARITIME ASSOCIATION

OF THE PORT OF

NEW YORK/NEW JERSEY

 

 

BY-LAWS

 

ARTICLE I

MEMBERSHIP

 

Individual Regular Membership

 

Section 1. Any respectable person, 21 years of age, or over, may present a written application for membership stating the nature of his business and such other information as the Committee on Admissions may require, and if approved by the said Committee, shall be nominated to the Board of Directors for membership. The majority vote of the Directors present and voting shall be re­quired to elect a nominee. Any person so elected by the Board shall become a member, if, within thirty (30) days of such election, he shall pay dues for the current year.

 

Honorary Membership

 

Section 2. The Board of Directors may in its discretion elect honorary members of the Association by the majority vote of the Directors present and voting. Honorary members shall be exempt from the payment of dues and shall be entitled to all the privileges of the Association, except the right to vote and hold office and to par­ticipate on dissolution in the property of the Association. The Board of Directors may, at any time, by a majority vote of the Directors present and voting at any meeting, cancel and terminate such member­ship.

 

 

 

Corporate Membership

 

Section 3. Any corporation, partnership or association including any government agency, domestic or foreign, of good standing, shall be eligible for one or more corporate memberships. A corporation, part­nership, or association, or government agency, may present a written application stating the nature of its business and such other information as the Commit­tee on Admissions may require, and, if approved by the Committee on Admissions shall be nominated to the Board of Directors for such membership. The majority vote of the Directors present and voting shall be required to elect the nominee. Any nominee so elected shall become a corporate member, if, within thirty (30) days of such election the applicant shall pay the dues for the current year. Each corporate member shall be entitl­ed to be represented by ten (10) individuals employed by, or associated with, such corporate member. Such designated representatives shall, however, be subject to ap­proval by the Committee on Admissions and election by the Board of Directors as provided in the case of applicants for individual membership in Section 1 of this Article, Such representatives may be changed from time to time in the discretion of the corporate member.

 

 

Associate Membership

 

 

Section 4. Any person or entity who would be eligible to apply for either Individual or Corporate membership(s), but whose place of business is fifty(50) or more miles from the offices of the Maritime Association of the Port of NY/NJ may, at their option present a written application stating the nature of their business and such other information as the Committee on Admissions may require, and, if approved by the Committee on Admissions shall be nominated to the Board of Directors for membership as Associate Individual or Associate Corporate Members. Associate members shall be entitled to all the privileges of the Association, except the right to vote and hold office and to participate on dissolution in the property of the Association.

 

 

 

Certificates of Membership

 

Section 5. Each individual regular member, and each corporate member shall be entitled to receive a cer­tificate of membership bearing the corporate seal of the Association and the signatures of the President and the Secretary which shall he evidence of membership in the Association so long as all dues of the Association have been paid. The certificate of a corporate member shall have endorsed upon it the names of the corporate regular and corporate alternate members representing the corporate member in the Association.

 

Voting

 

Section 6. Each individual regular member shall be entitled to cast one vote and each corporate regular member shall be entitled to five votes to be cast on its behalf by one or more of the corporate regular members representing each corporate member, on any matter requiring or permitting the vote of members.

 

ARTICLE II

Annual Election

 

Section 1. An election of the Officers and Directors of the Association prescribed in the Charter shall he held at the Maritime Exchange, on the fourth Tuesday in April of each year. If, for any reason, there shall be a failure to elect, the Board of Directors shall order an election to be held on the next convenient day, without further notice.

Section 2. A plurality of votes shall be required to elect any nominee for office. All nominees must be members of the Association.

Section 3. A notice shall be sent to every member at least ten days before said election, accompanied by a copy of the ballots to be voted at the election and giving the date, time, and location thereof. Any member entitled to vote may designate one or more members of the Association to cast a vote by written proxy for him for any candidate for office, or any matter coming before said meeting.

 

 

ARTICLE III

Inspectors of Election

 

Section 1. The members of the Association, at their annual election shall choose a Board of Inspectors of Election to consist of four members of the Association, who shall serve until their successors are elected. They shall severally take or subscribe to the following oath or affirmation, viz.: “I,A.B., do solemnly swear (or affirm) that I will execute the duties of an Inspector of Election for the Maritime Association with strict impartiality and according to the best of my ability.’’ It shall be their duty to receive the votes cast at every election held during their term following their election to office, to canvass them immediate­ly after each election and to make a return thereof to the Secretary of the Association who shall certify the same and report the result to the President, whose duty it shall be to have notice thereof sent to each person elected.

Section 2. The President shall have the power to fill vacancies that may occur among the Inspectors of Election. In the absence of any Inspector at a meeting, the Inspectors present shall, by a vote of a majority of their number present, appoint any member of the Association to act in the place of such absent Inspector.

 

ARTICLE IV

Board of Directors

 

Section 1. The President, Vice-President and Treasurer together with eighteen (18) other members shall constitute the Board of Directors. The President, Vice-President and Treasurer shall be elected annually. The Officers and Directors elected shall take office at noon on the first Thursday succeeding their election and shall continue in office until noon on the first Thursday following the election of their successors. Any vacancies that may occur in the Board of Directors shall be filled by said Board.

Section 2. The Directors who are not officers shall he divided into three annual, staggered classes of six (6) Directors each. At each Annual Meeting of the Association six (6) Directors shall be elected for a three year term in place of the Directors whose terms then expire. No Director whose term expires shall be eligible for reelection until one (1) year has elapsed, except that this provision shall not apply to a Director who, at or prior to the expiration of his term, is nominated as provided in  Article XII as a can­didate for the office of President, Vice-President or Treasurer. A Director appointed to fill a vacancy shall, however, be eligible for immediate reelection.

Section 3. The Officers and Directors shall not be entitled to receive any compensation.

Section 4. The Board of Directors shall be vested with all powers necessary for the government of the Association, the management of its property, and the promotion of the welfare, objects and purposes of the Association. In the exercise of such powers the Board of Directors may appoint such committees, adopt such rules, issue such orders, and make such decisions as it may deem appropriate, not inconsistent with the Charter and these by-laws. The Board of Directors shall keep a record of its proceedings, and shall report at each Annual Meeting of the members of the Association. The Board of Directors shall take such steps or cause such steps to be taken by the committees, Officers, of employees of the Association as may be appropriate to make effective the objects of the Association.

Section 5. A Director may he removed from office only upon a three-fourths majority vote at a special meeting of the Board, which meeting shall be held after five (5) days written notice is given to the subject Director. Said Director shall have the right to be present and to be heard at such special meeting.

 

The grounds for removal of a Director shall be:

  1. conviction, after all appeal, of a felonious crime;
  2. gross misconduct, involving association business
  3. two censures pursuant to Article V, Section 2 or
  4. non-payment of dues

 

ARTICLE V

Meetings at the Board

 

 

Section 1. Regular meetings of the Board of Directors shall be held each month on a day to he designated from time to time by resolution of the Board. The Board may dispense with any regular monthly meeting by appropriate resolution. The President may, when he deems it necessary, or shall at the written request of three members of the Board, call special meetings. Any such calls must state the object thereof and not subject not mentioned in said call shall be considered at such special meeting. Seven members present, at all meetings of the Board, shall constitute a quorum for the transaction of business and a majority of the Directors present voting on any issue shall be controlling, unless otherwise provided by the Charter or these by-laws. Notice of special meetings shall be mailed or delivered personally to each member of the board at least two days in advance of said meeting, except in the case of the removal of a Director.

Section 2, If any member of the Board of Directors shall absent himself from three consecutive regular meetings of the Board without having been previously excused by the President, or without sending a communication to the President, stating reasons considered sufficient by the President for such absence, it shall be the duty of the President to report the same to Board for such action as it may deem advisable, including censure.

 

 

ARTICLE VI

Executive Committee

 

Section 1. At the first regular meeting of the Board of Directors, following each Annual Election, or as soon as practicable thereafter, they shall elect three of their number, who with the President and the Treasurer, shall constitute the Executive Committee and who shall hold office until their successors shall be elected. The President shall act as Chairman of the Committee. The Executive Committee may act on behalf of the Association in any matter when the Board of Directors is not in session, reporting to the Board of Directors for its ratification of such action at any regular or special meeting.

 

 

ARTICLE VII

Other Committees

 

Section 1. At the first regular meeting of the Board of Directors, after each Annual Election, or as soon thereafter as practicable, the President, with the concurrence of the Board of Directors, shall appoint the following standing committees including the chairman of each committee. The number of committee members may be changed by the Board of Directors from time to time. It will be required that a minimum of one Director be a member of every committee so formed.

  1. a. A Committee on Admissions to consist of one member of the Board of Directors as Chairman, and four members of the Association. The Committee on Admissions shall receive all applications for membership, and hear recommendations or objections regarding the applicants. All applications for membership approved by a majority of the Committee on Admissions shall be so endors­ed and sent to the Board of Directors. Applications not approved by the Committee shall not he reported to the Board, and the reasons therefore shall not be required from the Committee.
  2. b. A Finance Committee to consist of three members of the Board of Directors, one of whom shall be the Treasurer. The Finance

Committee shall, if they deem it advisable, audit all bills and claims against the Association and shall direct all payments, deposits and investments authorized by the Board of Direc­tors and audit the monthly and annual accounts of the Treasurer. It shall also be responsible for prepar­ing the Association’s annual budget.

  1. A Law Committee to consist of such number of members as the Board of Directors may deem ap­propriate. The Law Committee shall be available at all times for consultation with the Board of Directors on all legal matters including but not -limited to pending and proposed legislation which affects the in­terests of the Association and its members.
  2. An Auditing Committee to consist of three members of the Association. The Auditing Committee shall audit the Treasurer’s accounts from time to time but at least once a year, and in connection with their functions shall have the right to employ an independent auditor on behalf of the Association.

Section 2. At such first regular meeting of the Board of Directors, or as soon thereafter as practicable, the President with the concurrence of the Board of Directors, shall appoint Special Committees including the chairman of each such committee, for the government of any branch of trade carried on by members of the Association or for the hearing and determination of any proper charge against a member of the Association for violation of the by-laws or rules of the Association to consist of such number of members as the Board of Directors may deem appropriate who shall hold office during the pleasure of the Board, Such Committees shall have power to formulate such rules, regulations and recommendations as they may deem requisite and, upon approval and adoption by the Board of Directors, the rules, regulations or recommendations shall become operative.

Section 3. A majority of any Committee shall constitute a quorum for the transaction of business. Vacan­cies that occur in any Committee shall be filled in the same manner as such Committee was appointed.

 

ARTICLE VIII

Annual Dues

 

Section 1. For the purpose of defraying the expenses of the Association the Board of Directors shall an­nually fix the dues of each class of corporate members for the ensuing year in such amount as they shall deem necessary. For the purpose of fixing dues, corporate members may be classed as sustaining corporate members or corporate members. The annual dues for an associate individual or associate corporate member shall be one-half the amount fixed for a regular individual or corporate member. The amount of such dues shall be payable at the office of the Association within thirty days after a member is elected, and thereafter at such time as may be fixed by the Board of Directors. Any member who shall neglect or refuse to pay the same thereafter may, upon action by the Board of Directors, be expelled from the Association, provided a written notice has been mailed to the member advising him of this contemplated action and the name of such member shall have been posted on the bulletin board at least thirty days before the time of the Directors’ vote for expulsion.

Section 2. Upon application by a member, the Board of Directors may in its discretion permit payment of the annual dues to be made in equal installments. Any such member shall be subject to suspension and ex­pulsion as above provided upon failure to pay any of said installments due.

Section 3. Any member desiring to withdraw from the Association shall tender a written resignation and, upon action by the Board of Directors, shall have his membership declared terminated. The Board of Directors, however, as a condition precedent to the acceptance of such resignation, may in their discre­tion require the payment of all current dues.

 

ARTICLE IX

Officers

 

Section 1. Officers shall be chosen from the membership and shall he elected annually. Officers may serve without regard to the restriction on consecutive years of service placed on Directors in Article IV, provid­ed however, the President may not serve in that office for more than two (2) consecutive terms.

Section 2. The Officers shall be a President, Vice-President, Treasurer and Secretary. Any such officer, or the Executive Director as provided for in Article XI, may make, sign and endorse any check on behalf of the Association.

 

ARTICLE X

Duties of Officers

 

Section 1. The President shall preside at the meetings of the Association and of the Board of Directors. He shall at the regular meetings of the Association, and at such other times as he shall deem proper, com­municate to the Association or to the Board of Directors, or to any committee, such matters and make such suggestions as may, in his opinion, tend to promote the welfare, and increase the usefulness of the Association. He shall also perform such other duties as are necessarily incident to the office of the Presi­dent of the Association.

Section 2. In case of, and during the absence of the President, or his inability to act, the Vice-President shall perform the duties of the President; and in case of, and during the absence or inability of both Presi­dent and Vice-President, the Board of Directors shall appoint one of their number to perform the duties of President. In case of the death or resignation of the President, the Vice-President shall succeed to the office of President, in which event the- Board of Directors shall elect one of their number to be Vice-President; and in the event of the decease and/or resignation of both the President and Vice-President, the Board of Directors shall elect one of their number to each of the offices left vacant.

Section 3. The Treasurer shall be a member of the Finance Committee and shall have charge of the collec­tion, custody and control of the funds of the Association, subject to the supervision and inspection of the Board of Directors, He shall have authority to endorse all checks payable to the Association. Under the direction of the Finance Committee he shall invest, deposit and disburse the funds of the Association. He shall keep regular books and accounts, and carefully preserve all vouchers and securities belonging to the Association, He shall render a monthly account at each regular meeting of the Board, and an annual ac­count to the Association at the Annual Meeting of the members. The report for the Annual Meeting of the members shall be audited by the Auditing Committee. The funds, books, vouchers and securities in his hands shall at all times be under the supervision of the Board of Directors and subject to their inspection and control. At the expiration of his term of office he shall transfer all funds, books, papers and other property of the Association to his successor. In the event of the decease and/or resignation of the Treasurer the Board of Directors shall elect one of their number to fill the vacancy.

Section 4. At the regular meeting of the Board of Directors, following each annual election, they shall elect from the membership, a Secretary, who shall be Secretary of the Association, and who shall hold the office during the pleasure of the Board. He shall issue notices for, and keep a record of, all meetings of the Association, and of the Board of Directors. He shall perform such other duties incident to his office as the Board of Directors shall require of him. In case of his absence or disability, either body may ap­point a Secretary pro tem.

 

ARTICLE XI

Executive Director

 

Section 1. The Board of Directors shall employ an Executive Director to manage the affairs of the Association, who shall serve during the pleasure of the Board at a salary to be fixed by the Board. The Ex­ecutive Director shall, under the direction of the Board of Directors, have charge of the rooms, corporate seal of the Association, instruments, books, documents and papers and other property of the Associa­tion. He shall have charge of all matters pertaining to personnel and supplies of the Association, subject to approval by the Board of Directors, and shall perform any duties prescribed from time to time by the Board of Directors. In addition, the Board of Directors may authorize the Executive Director or an of­ficer to sign checks on behalf of the Association in amounts as may be fixed from time to time but in no event greater than $10,000.00 per transaction, checks over $10,000.00 shall require two signatures.

 

ARTICLE XII

Nominations for Office

 

Section 1. At the regular meeting of the Board of Directors in March or as soon as practicable thereafter, they shall elect five members of the Association, not members of the Board of Directors whose duty it shall be to present the names of members as nominees for the offices and directorships of the Association for the ensuing year. The nominations so made shall be forwarded by the Secretary to the members not less than twenty days prior to the election.

Section 2. The name or names of any member or members eligible for office whose candidacy shall be en­dorsed in writing by not less than 10% of the members may be filed as a nominee or nominees with the Secretary not later than fifteen days prior to the Annual Election and such slate shall be thereupon posted on the bulletin board of the Exchange for at least ten days prior to the Annual Election and written notice of such candidacy or candidacies shall be sent by mail not less than ten days prior to the election by the Secretary to the members in which event such candidates shall be eligible to he voted for at the Annual Election.

Section 3. In the event of the death of any nominee prior to the election, nominations may be made to fill the vacancy by the Nominating Committee or by the aforementioned 10% of the members, and posted on the bulletin board at any time prior to the election.

 

 

 

 

 

 

ARTICLE XIII

Meetings of the Members

 

Section 1. The Annual Meeting of this Association shall be held on the fourth Tuesday in April each year, at an hour and place to be fixed by the Board of Directors; but when such day shall fall on a holiday this meeting shall be held on the first business day thereafter.

Section 2. This meeting shall be held for the purpose of receiving the reports of the Directors and officers as required by law of the State of New York, and for the transaction of such other business connected with the affairs of the Association as may be presented for consideration.

Section 3. Upon the written request of twenty members of the Association, or when he shall deem necessary, the President may, and upon written request of the majority of the Board of Directors, or one hundred members of the Association, shall call a special meeting of the members of the Association upon 15 days’ notice. Such request and call shall state explicitly the object of such meeting, and not other business shall be transacted. The calls for all special meetings shall be conspicuously posted on the bulletin board of the Association and mailed by the Secretary to the members at least 15 days prior to the date of the special meeting.

Section 4, Matters referred to the members of the Association for their consideration must be voted upon by them at a regular or special meeting of the Association, called and conducted in accordance with the by-laws.

Section 5. Twenty members present in person, or by proxy, shall constitute a quorum for the transaction of business at any meeting of the members of the Association. In case a quorum shall not be present at the time fixed for any such meeting of the Association, the President, or in his absence, the Officer presiding at the meeting, may adjourn the meeting to such other day as he may judge proper without any further notice.

Section 6. Following the close of the Annual Meeting of members, the Annual Election shall be con­ducted as required by these by-laws.

 

 

ARTICLE XIV

Amendments

 

These by-laws shall not be altered, amended, or repealed unless the proposed alteration, amendment, or repeal shall have been approved by a vote of a majority of the Directors voting at a regular or special meeting of the Board of Directors, and thereafter ratified by a majority vote of the members voting in person or by proxy at the Annual Meeting of the members or at a special meeting of the members called and held for the purpose.

 

ARTICLE XV

Miscellaneous Provisions

 

Section 1. The offices of the Association shall be opened every day except Saturdays, Sundays, legal holidays and occasions when closed by special resolution of the Board of Directors.

 

Special Subscribers

 

Section 2. Journalists, collectors of news, insurance companies, and others, or their representatives, re­quiring the use of the news of the Association for other than their private mercantile business, can obtain and use the same, only under special arrangements made with the Association. Any member who shall furnish or publish the news, or otherwise act in violation of the intention of this rule, may be deemed guil­ty of misconduct under these by-laws and shall be subject to censure or expulsion by a three-fourths vote by the Board after being given due notice and an opportunity to be heard.

 

ARTICLE XVI

Revocation of Previous By-Laws

 

Section 1. All By-Laws heretofore in existence shall be deemed canceled and repealed and of no effect, upon the adoption of these By-Laws.

 

ARTICLE XVII

Interpretation of By-Laws

 

Section 1. Any ambiguity in these By-Laws shall be referred to the Board of Directors for interpretation. Any interpretation made by the Board upon such reference shall be binding and conclusive on all members of the Association.