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[The following will need re-work, but it is possible that the association can be re-established with the existing non-profit status and its original start date. We will need to submit a range of IRS and NC tax, revenue, and by-law change documents to update - but it appears possible without forming a new entity. - Mike Bradley]
BY‑LAWS of
This Corporation shall be known as the North Carolina Marine Trade Association, a non‑profit North Carolina Corporation.
The goals of this Corporation are to provide education, training, and administrative assistance to individuals, businesses, and academic and/or training institutions engaged in the marine trades ‑ including, but not limited to ‑ the fields of marina management, boat building and manufacturing, vessel maintenance and/or repair, marine motor/engine maintenance and/or repair, vessel construction, recreational and commercial water transportation, and the ancillary businesses, organizations, and individuals supporting these endeavors. The Corporation will additionally plan and manage the annual MarineEXPO Trade Show and Conference.
The principal office of the Corporation in the State of North Carolina shall be located in New Hanover County, North Carolina. Said office shall be the registered office of the Corporation, and the Corporation shall have and continually maintain a registered agent whose address is identical with such registered office. The registered agent and the registered office may be changed from time to time by the action of the Board of Directors and the filing of a certificate with the Secretary of State of North Carolina.
Regular Meetings. Regular Meetings shall be held bi‑annually at a time and place to be set by the Board of Directors.
Annual Meeting. The Annual Meeting of the Corporation's Board of Directors shall be held at the beginning of the Corporation’s fiscal year at a time and place to be set by the Board of Directors. One of the purposes of such a meeting shall be the election of a Board of Directors for the ensuing year. Directors shall take office at the opening of the following meeting.
Special Meetings. Special meetings may be held at the call of the President
or by written request of thirty percent (30%) of the members of the Board of
Directors.
Quorum. Thirty‑three percent (33%) of the members shall constitute a quorum for the transaction of business, but if at any meeting there shall be less than a quorum, a majority of those present may adjourn any meeting at any time or place.
Voting. Every member of the Board of Directors of the Corporation, in good standing, shall have the right and be entitled to one vote, in person or by written proxy, upon every proposal properly submitted to vote at any meeting of the Corporation.
Number and Term of Directors.
The business, property and affairs of this Corporation shall be managed by a Board of Directors composed initially of six (6) persons according to the following representation:
I . The SBTDC/UNCW Marine Trades Services director
2. An experienced boatbuilding business owner or manager
3. An experienced business professional with marine trades experience
4. An experienced marina business owner or manager
5. An experienced marine construction business owner or manager
6. An experienced marine retail business owner or manager
In addition to the regular members of the Board of Directors, ex officio members deemed advantageous to the Corporation's interests may be appointed by the Board of Directors.
Duties of the Board. The Board of Directors shall set the program, education, and training priorities of NC Marine Trade Association, allocating funds obtained from membership fees, MarineEXPO net revenues, and corporate grants and/or gifts toward the attainment of those priorities.
Quorum. The presence of one‑third of Directors shall be necessary at any meeting to constitute a quorum to transact business. The act of a majority of Directors present at a meeting when a quorum is present shall be the act of the Board of Directors.
Time of Meeting. Regular meetings of the Board of Directors shall be held bi‑annually at such time and place as the Board of Directors may fix, and at other times upon the call of the President or by thirty percent (30%) of the Directors. Notice of each special meeting shall be given by the Secretary to each Director not less than five days before the meeting, unless each Director shall waive notice thereof before, at or after the meeting.
Power to Elect Officers. The Board of Directors, at its first meeting during each Corporation fiscal year, shall elect a President and Vice President. The Board of Directors shall have the power to appoint such other officers and create positions as the Board may deem necessary for the transaction of the business of the Corporation. The Board shall have the power to fill any vacancy in any office, occurring for any reason whatsoever.
Removal of Directors, Officers and/or Employees. Any Director, Officer and/or Employee may be removed by a majority vote of the Directors whenever, in the judgment of the Board, the best interests of the Corporation will be served thereby. If the Directors replaces the individual serving as the Secretary/Treasurer, the position must filled by an employee of the NC SBTDC. A Director with more than three non‑excused absences shall be asked to resign from the Board.
The Executive Committee. The President, Vice President, and Secretary/Treasurer shall comprise an
Executive Committee which shall have and exercise the authority of the Board of Directors in the
management of the business of the Corporation between meetings of the Board.
Annual Reports. 'Me President and Secretary/Treasurer shall present their respective reports of the
operation of the Corporation for the preceding year at the first meeting in each fiscal year.
Officers. The officers of the Board of Directors shall be the officers of this Corporation. They shall consist
of the President, the Vice President and the Secretary/Treasurer, all of whom shall " be members of the
Board of Directors. Each officer shall be elected to hold office for a period of one year.
President. The President shall:
1. Preside at all meetings of the Board of Directors and at all meetings of the Executive Committee
2. Make all committee appointments other than the Executive Committee and the Nominating Committee
3. Be an ex‑officio member of all the committees except the Nominating Committee
4. Be Chairman of the Executive Committee
5. Perform all other duties usually pertaining to the office of the President.
Vice President. The Vice President shall:
1 Preside at all meetings of the Board of Directors and at all meetings of the Executive Committee in the absence of the President
2. Perform all such other duties usually pertaining to the office of the Vice President.
Secretary. The Secretary shall:
I ‑ Be responsible for the record the minutes of all meetings
2. Confer with the President for possible omissions
3. Send duplicate copy of minutes to the President
4. Have custody of the seal of the Corporation
5. Give notices of all meetings required by statutes, by‑laws or resolutions
6. Take attendance record at meetings;
Maintain committee reports;
Carry on all necessary correspondence of the Corporation
Treasurer. The Treasurer shall:
1 . Be custodian of all funds and securities of the Corporation and collect interest thereon
2. Keep a record of the accounts of the Corporation and report thereon at each regular meeting of the
Board of Directors
3. Make report at annual meeting and special reports when requested
4. Deposit all monies of the Corporation in the name of The NC Marine Trade Association in UNCW accounts in accordance with policies and guidelines imposed by UNCW
5. Oversee preparation and filing of all reports required by UNCW
The Treasurer's accounts shall be audited annually by an accounting committee, appointed by the President
and approved by the Board of Directors.
Executive Committee. The Executive Committee shall be composed of the officers of the Board of Directors and the immediate past President. The Executive Committee shall have full authority to take action in any emergency arising between regular meetings.
Nominating Committee. The President shall appoint a chairman of the Nominating Committee at the regular meeting of the Board of Directors held in the first quarter of each year. The Board of Directors shall select two additional members for this committee, and a report of a slate of officers for the ensuing year shall be made from the floor. No officer shall be nominated by the Nominating Committee without first having obtained approval of the nominee prior to submission of the report.
Standing Committees. With the exception of the Nominating Committee, the membership of which is provided by these by‑laws and the Executive Committee, the President, within one month of his election, shall make appointments to all committees and shall designate the chairman of each such committee from the membership of the Board of Directors. In addition to the standing committees hereinafter established, the President may appoint special committees, as the need arises. Each committee shall consist of one or more members. The standing committees shall be as follow:
NC MarineEXPO Committee will offer suggestions and assist NC MarineEXPO volunteers and administrative representatives with planning and administering the annual program.
Regulatory/Legislative issues Committee will monitor governmental actions and regulatory mandates affecting North Carolina maritime industries. Subject to the prior approval of the board of directors, the corporation may take a position and press an opinion on issues directly affecting maritime industries and this corporation, provided that no action shall be taken on such matters as clearly fall within the purview of individual members.
Finance/Funding Committee will study funding for the NC Marine Trade Association and its activities, prepare a budget for approval by the Board, and make recommendations concerning future funding sources to the Board.
No officer or director shall receive any compensation.
The fiscal year of the Corporation shall be July 1st to June 30th.
The Board of directors may amend, revise, add to, repeal or rescind these by‑laws and/or adopt new bylaws by a two‑thirds (2/3) majority vote of the elected Board.
The Corporate Seal shall be in the form of two concentric circles and shall have inscribed thereon between the same the name of the Corporation and the word "Seal".
No part of the net income or principle of the Corporation shall inure to the benefit or be distributed to any Director or Officer of the Corporation or any member or person having a personal and private interest in the activities of this Corporation. Reimbursement for expenditures or the payment of reasonable expenses for services rendered shall not be deemed to be a distribution of income or principal for purposes of this Article.
The Corporation shall operate in a racially nondiscriminatory fashion as regards staffing, use of facilities, composition of governing bodies, purchasing and all other activities.
In the event of dissolution of this Corporation, no Director or Officer of the Corporation nor any member or person having a personal and private interest in the distribution of the assets of the Corporation shall be entitled to share in the distribution of the assets of this Corporation but such assets shall be donated, transferred, delivered and conveyed by the Directors to one or more organizations that are eleemosynary in character and have qualified under Section 501 (c)(3) or Section 501 (c)(4) or corresponding provisions of the Internal Revenue Code and the Revenue Laws of the State of North Carolina.
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Official Association Address Marine Trades Services (now Boating Industry Services) UNCW – 601 S. College Rd. Wilmington, NC 28403 Phone: (910) 962-3351 |
