By - Laws
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.
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.
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
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
(a)
On or before the September Board of Directors meeting of each year, a
Nominating Committee shall be established for the purpose of soliciting
Nominations for Officers and Directors and the formulating of the Ballot.
The Chairman of the Board shall nominate a Chairman for this committee
and such nomination shall be ratified by a three-fourths majority of elected
Board Members in attendance.
(b)
The newly appointed Chairman of the Nominating Committee shall then
proceed with the formation of the Committee.
The Committee shall be composed as follows; The Chairman of the Committee
shall select 1 Full Member Director, not holding office and one Associate Member
Director to chair the respective Sub-Committee’s. Each Sub-Committee shall be made up of a Chairman, who shall
be a Director and two members at large who hold no office or director positions.
The Nominating Committee shall be confined to these 7 individuals.
(c)
At the October Board of
Directors meeting, the make up of the Nominating Committee shall be presented to
the Board for its acceptance. Within
2 Business days of the October Board meeting, a communication from the
Secretary-Treasurer shall be sent to the membership at large notifying them of
the establishment of the Committee and its members, along with proper contact
information. This communication
shall outline all deadlines for the nominating and election process as
proscribed.
(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.
(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
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.
end