The Society of Marine
Port Engineers of New York
By - Laws
ARTICLE I
Object
The object of this
organization shall be as stated in the objects and purposes set out in
the Articles of Incorporation, and particularly to keep in touch with
issues affecting the American Merchant Marine and to aid the
government and industry with such constructive action as may be within
the power of the organization in developing and maintaining the industry
to the best interests of the Commonwealth as a whole.
This organization will
encourage the furthering of the intellectual knowledge and skills of the
membership for the good of the membership and industry as a whole.
This organization will advocate and encourage the opportunity and proper
training of youth in vocational and/or professional work in the Maritime
Industries.
ARTICLE II
Policy
(a) The policy of this
organization shall be to maintain an impartial forum for the discussion
affecting the American Merchant Marine and Maritime Industry and of all
matters affecting the members as set out in the Preamble in the Articles
of Incorporation, and aid in the solution of the every day problems
pertaining to our welfare.
(b) The organization shall
adopt no policies nor take sides on any controversial matter except
where the American Merchant Marine or Maritime Industry is directly
affected, and then only after exhaustive discussion in open meetings,
the membership having been given an impartial resume of the proposition
at least ten days prior to each said meeting.
(c) To commit the SOCIETY
OF MARINE PORT ENGINEERS, NEW YORK, NY, INC., for active support of any
proposition in Section (b) of this Article, a two-thirds majority vote
of Full Members in good standing, by returned written
ballot, within ten days after midnight following the mailing thereof to
the membership shall be required. The said ballot to contain the
arguments on both sides of the proposition upon which Full Members may
vote.
ARTICLE III
Seal
The organization shall have
a seal designating THE SOCIETY OF MARINE PORT ENGINEERS, New York, NY,
INC., in the circumference and a cut of a triple expansion engine in the
center with an artistic conception of a marine scene.
Article IV
Membership
Section
1. The membership shall
consist of Full Members, Associate Members, Life Members, Honorary
Members, Retired Members and Student Members. All members may be male
or female notwithstanding the use of masculine terminology.
Section
2. Full Members shall be
qualified as follows:
(a) be over 21 years of age
and must hold a position in marine management of an organization engaged
in ocean going or inland waterway transportation operations and be of
good standing and repute among their fellow men, holding a (1) valid
ocean license as to extend membership to Port Engineers employed in
Intercoastal and Coastwise vessel operations with limited horsepower
licenses.
Chief Engineer of steam or motor
vessels, or foreign equivalent, or (2) a bachelor of science degree in
marine engineering naval architecture, or in
engineering fields related to the Maritime Industry from an accredited
college except that, non U.S. citizen members may not hold the
position of Chairman of the Board of Directors or the Office of
President, 1st Vice-President or 2nd Vice-President;
(b) be independent
surveyors that devote a substantial part of their time acting in the
capacity of and meeting the requirements of paragraph (a) above;
(c) be employed by a naval
architectural or consulting engineering firm and devote a substantial
part of their time acting in the capacity of and meeting the
requirements of paragraph (a) above;
(d) be employed as a
surveyor in a marine classification society or marine underwriting
agency and meet the requirements of paragraph (a) above, excepting the
position requirement;
(e) be on the faculty of an
American Maritime or Engineering college and meeting the requirements of
paragraph (a) above, excepting the position requirement;
(f) applicants
for membership qualifying above, must be recommended to the Board of
Directors by two Full Members in good standing. Election to
membership must be by two-thirds majority of the Board of Directors;
(g) Applicants
elected to the status of Full Members in accordance with the By-Laws
shall retain that status notwithstanding a change in employment status;
(h) Be employed by a
maritime law firm or a partner in an admiralty law firm and meeting the
requirements of paragraph (a) above.
Section
3. Associate
Members shall be over 21 years of age and must be qualified as follows:
(a) engaged in activities
that are directly connected with ships or shipping, but not qualifying
as Full Members as designated in Section 2 of this article. That
Associate Members must be of good standing and repute among their fellow
men and must hold (1) a valid license as an engineer of steam or motor
vessels, (2) a bachelor of science degree in marine engineering, naval
architecture or in an engineering field related to the maritime industry
from an accredited school, or (3) equivalent experience judged
acceptable by the majority of the Board of Directors;
(b) Associate
Members must be elected by a majority of the Board of Directors on the
recommendation of two Members in good standing.
(c) Associate
Members shall have all the rights of Full Members except holding office
of President, 1st and 2nd Vice-Presidents or Chairman of the Board.
Section
4. Life Member must be
qualified as follows:
(a) must be a
Full Member or Associate Member of the Society in good standing, for
a period of five years who has rendered meritorious service to the
Society of Marine Port Engineers;
(b) must be of
good standing amongst his fellow men;
(c) must be
elected by a unanimous vote of the Board of Directors. Life Members
shall have the rights of Full Members. Life Members shall not be
required to pay dues and their membership shall be continuous until
death or resignation of such a Member.
Section
5. Honorary Members
must be qualified as follows:
(a) must be
individuals who have by some act rendered meritorious service to the
American Merchant Marine;
(b) must be of
good standing amongst their fellow men;
(c)
must be elected by a unanimous vote of the Board of Directors. Honorary
Members shall have all the rights of Members, except voting and holding
office.
Section 6.
Retired Members. Upon the
retirement of any Member (Full, Associate, Honorary, Life) from active
work in the maritime community, and with proper written notification to
the Board of Directors, such Members status within the organization
shall be amended to include the preceder of “Retired”.
Section
7. Student Members
must be qualified as follows;
(a) the designation of
Student Member may be accorded to students of marine engineering, naval
architecture, or allied branches of engineering in technical
institutions recognized by the Board of Directors. Candidates for
Student Membership shall be between the ages of 17 and 25 years of age;
(b) a
candidate for Student Membership shall submit to the Society a written
statement of qualification which shall be signed by a Member of any
category in good standing who will certify to a personal knowledge of
the candidate and their student status.
(c) upon
completion of the courses of study in a recognized technical
institution, and upon graduation, the Student Member shall automatically
have their membership status changed to Associate or Full Member, if
qualified;
(d)
student members may not hold office, serve on Standing Committees, nor
vote on any questions brought before the Society, except provided by
Article XV, Section 3 of the By-Laws.
Section 8.
The Board of Directors may from time to time modify the
requirements and obligations which shall be a prerequisite to
Membership, or change in Membership status.
ARTICLE
V
Fees and Dues
Section 1.
(a) Initiation fees and dues for Full Members, Associate
Members, Retired Members, and Student Members shall be an amount
set forth from time to time by the Board of Directors.
Section 2.
Life Members and Honorary Members shall pay no initiation fees or annual
dues.
Section 3.
The Board of Directors may from time to time, in accordance with Section
1, Article V, of these By-Laws, change the amount of the initiation fees
and/or dues.
ARTICLE
VI
Directors
Section 1.
The Board of Directors shall consist of the President of the
Organization, Past Presidents of the Organization, who shall serve two
(2) consecutive years immediately following the expiration of office as
President; twelve (12) Full Members and six (6) Associate Members for a
total of eighteen (18) Directors, exclusive of the President and Past
Presidents. In addition, there may be elected to the Board,
one (1) Student Member. The six (6) Associate Members of the Board
of Directors shall have voting powers at Board Meetings of one (1) vote
each, same as Full Members of the Board. The Student Member shall not
be accorded the right to vote on matters brought before the Board, but
shall serve as the voice of the Student Membership to the Board.
Section 2.
The Directors sitting as a Board shall be the governing body of the
organization.
Section 3.
Four Directors shall be elected on the third Wednesday of January of
each year, who shall hold office for three years and thereafter until
their successors shall have been elected and qualified; provided that
twelve Directors shall be elected at the first election who shall by lot
choose their term of office, four for one year, four for two years, and
four for three years.
Six (6) Associate Members of the Board of
Directors shall be elected on a regular ballot, to serve three (3)
years, electing two (2) each year. The six (6) Associate Members shall
be voted for by the entire Membership including Associate Membership.
The Associate Membership candidates for the Board must be nominated by
the Associate Members and names submitted to the Secretary for the
ballot
Section
4. Should a vacancy
occur in the Board of Directors, the remaining Members of the Board
shall fill such vacancy until the next succeeding election when the Full
Members shall elect a Director to fill the unexpired term. The next
highest vote recipient shall be elected to the unexpired term and shall
serve for the remainder of that term, and then stand election during the
normal cycle for a full term. For Associate Board Members, the next
highest vote recipient shall be placed in the vacant position.
Section 5.
The Board of Directors shall elect from their body a Chairman who shall
hold office at the pleasure of the Board and who shall act as the Chief
Executive of the Organization. The Chairman shall preside at all
meetings of the Board of Directors; in his absence, the Board shall
elect a Chairman pro tem. The Chairman shall have the following
powers and duties: to call Special Meetings of the Board of Directors
for any purpose or purposes; to make and sign contracts and agreements
in the name and on behalf of the Organization after approval of the
Board of Directors; to have general management and control of the
business affairs of the Organization while the Board of Directors is not
in session; to exercise all powers and perform all acts incident to the
office of Chief Executive of a New York Corporation, and which are
authorized or required by law.
Section 6.
The Board of Directors shall hold a regular meeting at least once each
month, from September through June, at a time and place chosen by the
Chairman, notice of which shall be given by the Secretary-Treasurer.
Section 7.
A quorum of the Board of Directors shall be eight (8) voting Directors.
ARTICLE VII
Officers
Section 1.
The Officers of the organization shall be President, First
Vice-President, Second Vice-President, Chaplain, Sergeant-at-Arms,
Secretary-Treasurer, and Board of Directors (Chaplain, Sergeant-at-Arms,
and Secretary-Treasurer to be appointed by the Board of Directors
annually).
THE PRESIDENT
Section 2.
The President shall be elected by the Full Members on the 3rd Wednesday
of January and shall hold office for one (1) year and thereafter until
his successor is elected and qualified. The President shall preside at
all meetings of the Membership and shall preside and act as Toastmaster
at all organization banquets and be the representative of the
organization at all public functions.
THE FIRST AND SECOND VICE PRESIDENTS
Section
3.
THE FIRST VICE-PRESIDENT. The First Vice-President shall be elected by
the Full Members on the third Wednesday in January and
shall hold office for one (1) year and thereafter until his successor is
elected and qualified. The First Vice-President shall be present at all
meetings of the Membership, and shall preside and act as Toastmaster at
all organization banquets and be the representative of the organization
at all public functions in the absence of the President.
THE SECOND VICE-PRESIDENT.
The Second Vice-President shall be elected by the Full
Members on the third Wednesday in January and shall hold office for one
(1) year and thereafter until his successor is elected and qualified.
The Second Vice-President shall be present at all meetings of the
Membership, and in the absence of the President and First
Vice-President, shall preside and act as Toastmaster of all organization
banquets and be the representative of the organization at all public
functions. It shall also be the duty of the Second Vice-President to
act as Chairman of the Membership Committee and to perform such duties
as may be designated by the Board of Directors. In the absence of the
Second Vice-President, the Chairman of the Board of Directors or such
other Full Member as the Board shall designate shall act in the Second
Vice-President’s place.
THE
SECRETARY-TREASURER
Section
4.
The Secretary-Treasurer shall furnish a bond as the Board of Directors
may direct. He shall receive such recompense for his service as the
Board of Directors may decide appropriate for the work involved in
connection with his various duties. He shall be deemed ex-officio
member of the Board with the duty of attending the meetings of the Board
of Directors, but without the right of casting a vote. The
Secretary-Treasurer shall have the following powers and duties:
(a) to have
the custody of the organization seal;
(b) to keep a
true record of the proceedings of the organization in a book to be
provided for that purpose;
(c) to keep a
current roll of all members numbered in the order of their election;
(d) to advise
the Board of Directors on the third Wednesday of January of each year of
the number of members and of the election, suspension, resignation, and
death of members during the preceding year;
(e) to present
to the Board of Directors applications for membership;
(f) to file
all documents, records, reports and communications connected with the
business of the organization;
(g) to notify each member elected of his election and upon becoming a
member to furnish him with a copy of the organization book;
(h) to have
books printed as provided by the By-Laws and as ordered by the Board of
Directors;
(i) to notify
each member of each membership meeting and to notify each Director of
each Board of Directors meeting;
(j) in case
of inability to attend any meeting, to cause the necessary documents to
be in readiness at the place of meeting;
(k) to keep
and have the custody of the books and records of the organization;
(l) to keep
proper account books and records of the organization;
(m) to keep
proper account books and discharge such other duties pertaining to the
accounts of the organization as are prescribed by the Board of
Directors;
(n) to perform
such other duties as are prescribed by the By-Laws or which pertain to
the office of Secretary-Treasurer and are not otherwise provided for,
but which may be prescribed from time to time by the Board of
Directors.
The Secretary-Treasurer may at his discretion
employ such clerical and other assistance as he may find necessary or
desirable in the performance of his duties; but he shall not have the
right of delegation of any of his powers or duties to such assistants.
SUCCESSION OF
OFFICERS
Section
5. (a) In the event the
Second Vice-President shall be unable to perform the duties of his
office he shall resign that office and the vacancy for the balance of
the year shall be filled by appointment made by the Board of Directors.
(b) In the event the first
Vice-President shall be unable to perform the duties of his office he
shall resign that office and the Second Vice-President shall be advanced
to that office. The vacant Second Vice-President’s office shall be
filled for the balance of the year by appointment made by the Board of
Directors.
(c) In the event the
President shall be unable to perform the duties of his office he shall
resign that office and the First Vice-President and Second
Vice-President shall be advanced to the office of President and First
Vice-President respectively. The vacant Second Vice-President’s office
shall be filled for the balance of the year by appointment by the Board
of Directors.
(d)
The appointments to be made by the
Board of Directors shall be at the discretion of the Board giving due
consideration to the work load and imminence of the regular annual
elections. In the event two officers cannot perform, at least one
appointment must be made regardless of the election imminence.
ARTICLE VIII
Election of Officers and Directors
Section 1.
Nominating Committee
(d)
At the October Board Meeting, the
Secretary-Treasurer shall turn over to the Chairman of the Nominating
Committee the names and contact information of all members who have been
recommended for office to the Society.
Section 2.
Reporting of the Nominating Committee
(a)
The Nominating Committee shall
report to the Board of Directors at the regular November meeting on all
progress of the committee and the names of any and all candidates under
consideration at that time.
(b)
At the December Board Meeting, the
Nominating Committee shall submit its final report to the Board with the
names of all candidates for Officers and Directors for the coming
election. The Report of the Nominating Committee shall be accepted by a
three-fourths majority of the elected Board Members in attendance.
a.
The Nominating Committee shall limit
the number of nominations for any one position or positions, to no more
than 150% of the number of openings for each position on the ballot.
This number shall be rounded up to the nearest whole person.
(c)
Upon acceptance of the Report of the
Nominating Committee, a letter shall be sent by the Secretary-Treasurer
to each accepted candidate notifying them of their nomination as an
Officer or Director, and requesting a short biography to be submitted
for mailing with the ballot.
(d)
At this time, the Nominating
Committee shall be dismissed.
Section 3.
Ballot Constitution
(a)
The Secretary-Treasurer shall draw
up the Ballot, showing all candidates for all positions on the ballot.
(b)
The Secretary-Treasurer shall create
a list of all members of the Society and shall order this list
alphabetically. The names of all Full, Associate and, Life members
shall be commingled. This list shall be numbered from a randomly
generated number list. Each name shall receive one number. This number
shall be used to mark the Ballot return envelope. This list shall be
held in confidence by the Secretary-Treasurer and shall not be available
to any member of the Society.
Section 4.
Election
(a)
The annual election of officers
shall be held on the third Wednesday of January of each year at a place
to be selected by the Board of Directors. The Secretary-Treasurer shall
at least ten (10) days prior to said election, mail to each eligible
member a notice of time and place of each election, together with a
ballot showing the offices to be filled and the names of each nominee
and a copy of each nominee’s biography.
(b)
There shall be present at the polls
a sufficient supply of ballots. It shall be the duty of the
Secretary-Treasurer to so number each ballot return envelope that each
eligible member shall be able to cast only one vote; but the vote of the
members shall be secret. Ballots may be delivered in person or by mail,
but voting by proxy shall not be permitted.
(c)
The Secretary-Treasurer shall have
at the polling place, the randomly numbered, commingled list of members
created in Section 3, part (b) for the purpose of marking the ballot
envelope of any eligible member desiring to vote at the meeting.
Section 5.
Tally Committee
(a)
At the Election Meeting, a Tally
Committee Chairman shall be appointed by the Senior Officer of the
Society present at the meeting. The Chairman shall be qualified as
follows;
a.
Must be a member in good standing.
b.
Shall NOT have been a member of the
most recent Nominating Committee.
c.
May not be running for any office
currently up for election.
(b)
The Tally Committee Chairman shall
select suitable members for the Committee from those members of the
Society present at the meeting so that all counting shall be completed
by the end of the General meeting. Members of the Tally Committee shall
be qualified as follows;
a.
Must be a member in good standing.
b.
May not be running for any office
currently up for election.
(c)
The Secretary-Treasurer shall turn
over to the Tally Committee all of the Ballots received in the Society
office up to the close of business on the third Wednesday of January.
(d)
The Secretary-Treasurer shall turn
over to the Tally Committee Chairman the randomly numbered list of
members used to mark the Ballot Return envelopes.
(e)
The Tally Committee shall record the
Ballot Envelopes returned against the master list provided by the
Secretary-Treasurer.
a.
In the event that there is more than
one submission per Ballot Envelope number, the most recent submission
shall be counted. The others shall be set aside and unopened. If the
envelopes are postmarked, then the most recent postmarked envelope shall
be counted.
(f)
Once all of the Ballot Envelopes are
recorded against the master list, the list shall be returned to the
Secretary Treasurer prior to the envelopes being opened and the Ballots
tallied so as to preserve the secrecy of the Ballot.
Section 6.
Election Results Reporting
(a)
The results of the Ballot count
shall be reported to the membership at the January General Meeting. No
totals shall be delivered with the results.
(b)
The Tally Committee Chairman shall
prepare a written report of the tally and shall submit same to the
Secretary-Treasurer prior to the end of the January Meeting.
(c)
The Secretary-Treasurer shall within
3 business days of the January Meeting send correspondence to each
candidate on the ballot advising them of the outcome. This advisement
shall include the report of the Tally Committee Chairman and shall
include all vote totals.
(d)
The Secretary-Treasurer shall report
the results of the election to the Board of Directors at the next Board
Meeting immediately following the election. This report is to include;
a.
Total Number of Ballots Mailed.
b.
Total Number of Ballots cast.
c.
Total Number of duplicate ballots
cast and who cast them.
d.
Total Number of Ballot declared
ineligible and a reason for each.
e.
The total number of votes received
by each candidate.
Section 7. Following the
Election, the ballots shall be retained for 2 years, in the event there
are questions with respect to the election results.
ARTICLE IX
Meetings of the Membership
Section
1. Regular Meetings. There shall be a regular
meeting of the Membership held the third Wednesday of each month at such
time and place as may be designated by the Board of Directors upon not
less than ten (10) days written notice to the Membership.
Section 2.
Special Meetings. Special Meetings may be called:
(a)
by the President;
(b)
by the Board of Directors, or
(c)
by a petition signed by one-fifth of the total enrolled Members, which
petition shall specify in detail the proposition to be placed before
such meeting.
Section 3.
Ten days written notice of all Special Meetings shall be mailed to the
Membership by the Secretary-Treasurer. Notices of Special Meetings
shall state in detail the purpose or purposes of the meeting and not
business or proposition not specified in such notice shall be considered
at any Special Meeting.
Section 4.
A quorum shall consist of fifteen Members.
ARTICLE X
Accounts and
Funds
Section 1.
The Board of Directors as a whole shall be responsible for the
organization’s funds and financial affairs.
Section
2. The Board, shall set a
spending authority for the Treasurer. This authority shall be reviewed
from time to time and revised as seen fit by the Board. All invoices
and expenditures in excess of this authority shall be submitted to the
full Board of Directors at the first opportunity for review and approval
by vote of the Board members present at said meeting.
Section 3.
The Secretary-Treasurer shall collect and receive all moneys due to the
organization and deposit same in the organization’s bank account. He
shall disburse the organization’s funds by check on the organization’s
bank account, only for invoices, payrolls and vouchers which have been
duly approved by the Board as specified in Section 2 of this Article.
Section
4. The funds of the
organization shall only be deposited in such bank or banks as may be
designated by the Board of Directors.
Section
5. a. All checks disbursing
the organization’s funds are to be signed by at least two Members of the
Board of Directors.
b. From time to time, the Board of Directors
shall meet to review the list of authorized
signatures for expenditures
and shall amend such list as appropriate.
Section 6.
The Secretary-Treasurer shall keep a proper record of all receipts and
disbursements and make a full statement of his accounts to the Board of
Directors each month, submitting properly authenticated and approved
vouchers or invoices to support the expenditures.
Section 7.
The calendar year shall be deemed the fiscal year for all purposes of
this corporation, pursuant to the amendment adopted at the Annual
Meeting on January 15, 1947.
ARTICLE XI
Indebtedness
to the Organization
Section 1.
Dues for one year in advance shall be payable to the Secretary-Treasurer
on the third Wednesday of January; all other indebtedness of members to
the organization shall be payable forthwith. If the payment of such
dues and indebtedness is not made within sixty days after the date
designated for payment, such dues and indebtedness shall thereupon
become delinquent, and written notice of the delinquency shall thereupon
be given by the Secretary-Treasurer to the Delinquent Member.
Section
2. If any such Delinquent
Member shall not pay the amount of delinquent dues or indebtedness
within sixty days after the notice of delinquency have been given, as
required by Section 1 of this Article, such member may be suspended or
expelled from the organization at the discretion of the Board of
Directors without any further notice or hearing of any kind, unless a
written demand for hearing and an offer to pay whatever may be justly
due from him to the Organization be delivered to the Secretary-Treasurer
within said sixty days.
Section
3. The Board of Directors
shall have the power, in their discretion, to reinstate any former
member whose membership has ceased or terminated by expulsion because of
delinquency, but only upon receipt of the signed application of said
member for reinstatement, and upon the condition that such former member
pay all dues and charges incurred, or which would have been incurred by
him if his membership had not ceased, not exceeding the initiation fee
and requirements of a new member, in effect at the time of such
reinstatement for the class to which said member belonged.
ARTICLE XII
Discipline
Section 1.
Any member may be suspended or expelled for just cause by the Board of
Directors, but except as hereinbefore otherwise expressly provided, no
such action shall be taken until after the Member shall have been
furnished with a written statement of the charges preferred against him,
and shall have been given at least four (4) weeks notice of the time
when and the place where the same will be considered by the Board of
Directors and every such member shall have the right to appear before
the Board of Directors and be heard in answer to the charges before
final action shall be taken.
Section
2. At any time within thirty
(30) days after such suspension or expulsion of a member by the Board of
Directors, any ten Members of the Organization may petition (by written
request addressed to the Board of Directors) that a Special Meeting of
the Organization be called for the purpose of hearing an appeal from the
action of the Board of Directors and thereupon within sixty days such a
meeting shall be called; and the appeal from the action of the Board of
Directors shall be submitted to it. On the hearing of such an appeal,
it shall require the vote of a two-thirds majority of the Members
present at the meeting to reverse the action of the Board of Directors,
and to restore the member in question to his membership.
ARTICLE XIII
Changes in
Membership Status
Section 1.
All requests for changes in Membership Status
shall be made in writing addressed to the Board of Directors.
Section
2. No requests for changes in
Membership Status shall be accepted or shall take effect until
all indebtedness from the member petitioning for a change in status to
the Society are met and such Member is in good standing.
ARTICLE XIV
Amendment to
By-Laws
To amend these By-Laws, any twenty Full Members may submit the proposed
changes in writing at any General Meeting or Board of
Directors Meeting where open discussion is held. The Board of Directors
shall then send out to all Full Members, in the form of a ballot, the
proposed changes giving full discussion of both sides. Ballots to be
returned, within thirty days after date of mailing and if two-thirds
majority of the ballots are recorded in favor, it shall be considered
carried.
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