Texas Marine Industry Coalition By Laws
Bylaws of the Texas Marine Industry Coalition
(As adopted on 10.16.2018)
ARTICLE I
o NAME
The name of this organization shall be the Texas Marine Industry Coalition (hereinafter referred to as the "TMIC").
ARTICLE II
o PURPOSE
To unite Texas marine related businesses to promote a high standard of ethics and professionalism.
To advocate for Texas marine businesses, employees and customers and establish positions of common benefit.
To provide a voice in matters of common interest affecting the current and future success of Texas marine businesses.
To provide a platform for communication, discussion and resolution of issues and challenges faced by Texas marine related industries.
ARTICLE III
o MEMBERSHIP
Section 1. The members of the organization shall consist of four (4) classes of membership as follows:
Founding Member
Corporate Member
Associate Member
Supporting Member
Section 2.1 Founding Members shall consist of individuals or businesses who are directly involved in the Texas marine Industry who join the TMIC prior to December 31, 2021 at the Founding Member level. Founding members are required to maintain their annual membership at the Corporate Member level to maintain an active Founding Member designation.
Section 2.2 Corporate Members shall consist of businesses directly or indirectly involved in the Texas marine Industry who support the TMIC and its objectives.
Section 2.3 Associate Members shall consist of individuals who support the TMIC and its objectives.
Section 2.4 Supporting Members shall consist of any individual or business that wishes to support the well-being of the Texas marine industry and the efforts of the TMIC.
Section 3. Voting Members are Founding, Corporate and Associate Members.
ARTICLE V
o ELECTION TO MEMBERSHIP
Section 1. (a) The Board of Directors, at its discretion, may accept or reject the membership of any member applicant. Election to membership shall be by a "yes" vote by the majority of the Board of Directors.
(b) In case of failure to elect, the TMIC shall return the membership fee and dues to the applicant.
(c) In case of election to membership, the TMIC shall issue such new member a Certificate of Membership which shall be signed by one of the current Board of Director members.
Section 2. Resignation. Any member in good standing may withdraw from membership at any time by giving written notice. The effective date of any resignation shall be the date the notice is received in the office of the TMIC.
Section 3. Suspension or Expulsion. For failure to abide by the Bylaws of the TMIC, or if it appears from evidence presented to the board of directors that that the conduct of a member has been prejudicial to the TMIC, the Board of Directors shall have full power to suspend for a period of not more than one year, or expel said member. Any member suspended or expelled shall have the right, after one year from the date of suspension or expulsion, to apply for reinstatement.
ARTICLE VI
o MEMBERSHIP FINANCE AND DUES
Section 1. Membership dues and/or initiation fees shall be established by the Board of Directors. Changes in these dues and fees may be changed by a majority vote of the Board of Directors.
Section 2. Dues are payable annually in advance.
Section 3. Associate or Supporting Members who qualify and apply for Corporate or Founding Membership shall have their dues prorated. The same proration applies to Corporate Members who qualify and apply for a Founding Membership.
ARTICLE VII
o BOARD OF DIRECTORS
Section 1. The governing body of the organization shall be the Board of Directors (Board). The Board shall have the control, supervision and determine the affairs of the organization; shall determine its policies or changes thereto; shall actively prosecute its purposes; and shall have full authority and discretion to authorize and supervise the disbursement of the funds of the organization. The Board may adopt such rules and regulations for the conduct of the business of the organization as may be deemed advisable and may, in the execution of the powers granted hereby, delegate certain of its authority and responsibility to the Executive Committee of the Board.
Section 2. Number of Directors: The number of directors which shall constitute the whole Board shall be not more than 25 until changed by an amendment to these Bylaws.
Section 3. Board Elections: Election of new directors or election of current directors to an additional term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors. Election of directors to fill vacancies on the Board may take place at any called meeting of the Board and any such elected director shall serve until re-election at the next annual meeting.
Section 4: Tem of Directors: Directors shall serve a term of two (2) years from the date of the annual meeting of their election.
Section 5. Removal of Directors: Any member of the Board of Directors absent from three consecutive meetings for reasons which the board declares to be insufficient, shall be deemed to have resigned as a director. Any director may resign at any time; such resignation shall be effective upon delivery of a written resignation or at such time as agreed to by the board. Any director may be removed, for cause, by the vote of a majority of those entitled to vote on the election of such director.
Section 6. Officers, terms and duties: There shall be five (5) officers of the board of directors; President, 1st Vice President, 2nd Vice President, Secretary and Treasurer. The term of each officer shall be for a period of 2 years upon election of the board at the annual meeting of the organization. . Election of officers to fill a vacant officer position may take place at any called meeting of the Board or Executive Committee and any such elected officer shall serve until re-election at the next annual meeting. The duties of the officers are as follows and as may be further determined by the board:
The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: 1st Vice President, 2nd Vice President, Secretary and Treasurer. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. The Treasurer shall make a financial report at each Board meeting and prepare and present annual financial statements to the board. The treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the members.
ARTICLE IX
o EXECUTIVE COMMITTEE
The Executive Committee of the organization shall consist of the Officers of the Board of Directors and up to 6 additional directors. The additional directors shall be elected by the Board at the annual meeting and shall serve for a period of 2 years from election.
The Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
ARTICLE X
o MEETINGS
Section 1. Annual Meeting. There shall be an annual meeting of the organization to be held at a time and place designated by the board of directors.
Section 2. Regular meetings of the Board of Directors shall be as determined by the Board of Directors with a minimum of one meeting per calendar year. Regular meetings of the Board of Directors may be held at such time and at such places as shall from time to time be determined by the Board.
Section 3. Special Meetings. A majority of the board of directors or the Executive Committee then serving may call a special meeting of the organization at any time.
Section 4. Quorum: For board of directors meetings a majority of the then serving members of the board shall constitute a quorum at any meeting. For Executive Committee meetings a majority of the then serving members of the Executive Committee shall constitute a quorum at any meeting.
Section 5. Notice of meetings: Written notice stating the place, date and time of any meeting of the Association shall be delivered to each member entitled to vote at such a meeting not less than 15 days before the date of such meeting. Notice shall be considered delivered when deposited in the U.S. Mail with proper postage or if by electronic means when replied “received” by the recipient.
Section 6. Proxies. Each member entitled to vote at a meeting of members may authorize another member entitled to vote at such meeting to act for him or her by proxy executed in writing and presented to the Secretary of the organization. Such a proxy shall be valid for only one (1) meeting and the date of the meeting must be stated in the proxy for the proxy to be valid.
ARTICLE XI
o Code of ethics
Section 1. Respecting the privacy of members of the TMIC is a basic value of TMIC. Personal and financial information is confidential and should not be disclosed or discussed with anyone without permission or authorization from the member.
Section 2. Director must segregate from his/her own funds all monies being held for the TMIC.
Section 3. No member shall have any proprietary interest whatever in or to any of the assets of the TMIC and no income or proprietary gains, benefit or advantage of any kind, in any way arising from or growing out of the assets of the TMIC shall inure to or in any way go to or vest in any member of the TMIC. All property of the TMIC is irrevocably dedicated charitable, educational and public welfare purposes for which the TMIC is founded, and upon liquidation, dissolution or abandonment of this organization, no part of its property shall inure to the benefit of or be distributed to any private person, except a foundation, association or corporation organized and operated for charitable purposes as determined by the Board of Directors.