By-Laws
Overview
April 12, 2005
The objective of this proposal is to unify the Harbormasters and Assistant
Harbormasters within the Commonwealth of Massachusetts in one Association, which
in turn will be separated in regional Chapters.
As we stand currently in Massachusetts, there are three Harbormaster
Associations, the North Shore Harbormasters Association, the Cape and Islands
Harbormasters Association, and the Massachusetts Harbormasters Association Inc..
The three major drawbacks with the current system are: lack of communication,
lack of coordination and an unspoken sense of competition, even though all
organizations are frequently striving for the same goal.
The proposal is simple, instead of working against one another; we work as a
cohesive unit.
All organizations structurally shall remain the same except that they’ll now be
considered Chapters instead of Associations if they choose to be. The
Massachusetts Harbormaster’s Association Inc. will be considered the Association
for Harbormasters in the State of Massachusetts.
The objectives of this new association will be simple:
“…shall be to aid and promote the general welfare of the boating public; to
endeavor to bring better administration to the waters of the Commonwealth of
Massachusetts; to assist in the adoption of any new legislative programs which
the Association believes would be beneficial to the boating public, and to aid
and inform the Harbormasters and Assistant Harbormasters of the Commonwealth of
Massachusetts.”
As soon as possible, all of the Harbormasters and Assistant Harbormasters will
be invited to a general assembly in order to elect an executive board of
officers for the MHA, Inc. an outlined in the proposed by-laws. The newly
elected Board of Officers will be tasked with the following:
- Form as many chapters as needed to meet the needs geographically.
- Establish and ensure open communication between chapters.
- Resolve conflicts within the membership.
- Establish the MHA Inc., as the spokesperson for all Chapters.
By-Laws of Massachusetts Harbormasters Association, Inc.
March 26, 2009
Article 1 - Name:
Section 1. The name of the association (hereinafter referred to as the
Association or MHAI) is the Massachusetts Harbormasters Association, Inc
Section 2. The principal office of the association shall be in
Massachusetts. The association may have such other offices as may from time to
time be designated by the Board of Directors.
Article 2 - Definition
Section 1. The term “harbormaster” includes: any person currently or
formerly acting as a harbormaster, in whatever capacity is deemed eligible by
the Board of Directors.
Article 3 – Purpose
The objective of the Association shall be to aid and promote the general
welfare of the boating public; to ensure improved management on the waters of
the Commonwealth of Massachusetts; to assist in the adoption of any new
legislative programs which the Association believes would be beneficial to the
boating public, and to aid and inform the Harbormasters and Assistant
Harbormasters of the Commonwealth of Massachusetts.
Article 4 - Organization
Section 1. The Association may consist of geographically based
chapters that have affiliated with the MHAI.
Section 2. All individuals, applying as active members, shall hold
membership in the MHA Inc. through their membership in a respective Chapter.
Article 5 - Policies
Section 1. The policies of this association shall be in harmony with
the policies of Law Enforcement and Public Safety departments of the
Commonwealth, to provide safe boating, and for the protection and management of
the Commonwealth’s coastlines, harbors and inland waterways.
Section 2. The Association shall be non-commercial, non-partisan, and
non-sectarian. The name of the Association, its officers in their official
capacities, shall not be used in connection with any partisan interest, or
anything other than the stated purpose of the Association. The Association shall
not endorse any commercial enterprise or any political candidate.
Section 3. The Association shall have the exclusive right to use the
name “Massachusetts Harbormaster’s Association, Inc.”. The corporation shall
retain the exclusive and sole right to use, allow or refuse the use of all
emblems, seals, badges or other items incorporating the words, “Massachusetts
Harbormasters” or any of the corporation’s copyrighted or registered trademarks.
Article 6 - Membership, Voting and Dues
Section 1. Active - Any person who is appointed as a Harbormaster,
Assistant or Deputy Harbormaster endorsed by their respective chapter will be
considered eligible to become an active member of this association in accordance
with Article 4, section 2.
Section 2. Associate – Any person, firm or corporation having an
interest in the purposes of this association and safe boating is eligible to
become an associate member of this association. An Associate member shall be a
non-voting member of the association. (Chapter membership not required)
Section 3. Voting – Each active member shall be eligible to vote and
act on the affairs of the association. Each individual active member shall have
one vote. The vote of the individual shall be cast by the member in person.
Section 4. Duration of membership and resignation - Membership in this
association may terminate by voluntary withdrawal as herein provided, or
otherwise in pursuance of these bylaws. All rights, privileges and interest of a
member in or to the association shall cease on the termination of membership.
Section 5. Dues - All members of the association will pay fixed annual
dues assessed by June 30. The board of directors shall set the dues amount
annually by majority vote. Any member delinquent in his dues by more than thirty
days shall be considered terminated and will not have access to any of the
rights or privileges of membership.
Article 7 – Meetings
Section 1. Annual – The Board of Directors shall convene an annual
meeting of the association for receiving the annual reports and the transaction
of other business. Notice of such meeting, shall be made by the clerk to all
members at least ten days before the time appointed for the meeting. This
requirement shall be deemed met when formal notice has been provided to the
local chapter president and secretary.
Section 2. Special – Special meetings of the association may be called
by the president or the Board of Directors, or shall be called by the president
upon the written request of ten members. Notice shall be made in accordance to
section 1.
Section 3. Quorum – Fifteen (15) members present at any meeting of the
association shall constitute a quorum, and in case there be less than a number,
the presiding officer may adjourn the meeting from time to time until a quorum
is present. The quorum must consist of at least two members from each chapter.
Section 4. The order of business at meetings shall be as follows:
1. Call to order
2. Reading of minutes of previous meeting
3. Receiving communications
4. Reports of officers
5. Reports of committees
6. Unfinished business
7. New business
8. Election of Officers
9. Adjournment
Section 5. The order of business may be altered or suspended at any
meeting by a majority vote of the members present. The usual parliamentary rules
as laid down in “Robert’s Rules of Order” shall govern all deliberations, when
not in conflict with these bylaws.
Article 8 – Board of Directors
Section 1. The Board of Directors shall have supervision, control and
direction of the affairs of the association, shall determine its policies or
changes therein within the limits of the bylaws, shall actively prosecute its
purposes and shall have discretion in the disbursement of its funds. It may
adopt such rules and regulations for the conduct of its business as shall be
deemed advisable, and may in the execution of the powers granted, appoint such
agents, as it may consider necessary.
Section 2. The Board of Directors for the MHAI shall be comprised of
three representatives of each chapter.
Section 3. Only those Harbormasters, who have been a member in good
standing in their respective chapter, can be eligible for membership on the
Board of Directors. Directors shall, upon election, immediately enter into the
performance of their duties and shall continue in office until their successors
shall be duly elected and qualified or unless they resign, are removed, or are
otherwise unable to fulfill an unexpired term.
Section 4. Meetings – Except that the Board shall have a meeting at
the time and place of the annual meeting, the Board shall meet upon call of the
president at such times and places as he may designate, and shall be called to
meet upon demand of a majority of its members. The Board of the MHAI shall meet
no less than two times per year. Notice of all meetings of the Board of
Directors shall be sent by mail or electronic transmission to each member of the
Board.
Section 5. Quorum – A majority of the Board with at least one member
of each chapter shall constitute a quorum at any meeting of the board. Any less
number may adjourn from time to time until a quorum is present.
Section 6. Compensation – Directors as such shall not receive any
compensation for their services as Directors, but the Board may by resolution
authorize reimbursement of expenses incurred in the performance of their duties.
Such authorization may prescribe procedures for approval and payment of such
expenses by designated officers of the association. Nothing herein shall
preclude a director from serving the association in any other capacity and
receiving compensation for such services.
Section 7. Resignation or removal – Any director may resign at any
time by giving written notice to the President, the secretary or to the Board of
Directors. Such resignation shall take effect at the time specified therein. Any
chapter director may be removed by a majority vote of their respective chapter
members.
Section 8. Vacancies – Any vacancies that may occur on the Board by
reason of death, resignation or otherwise may be filled by the local chapter
represented for the unexpired term.
Section 9. Proxy Voting – Any Board member unable to participate in a
meeting of the Board of Directors may designate to the clerk in writing, a proxy
from his local chapter to attend and vote on all matters taken up at that
meeting.
Article 9 – Officers
Section 1. The elective officers of the association shall be a
President, Vice-President, treasurer and clerk. Officers shall be elected
annually by the board of directors prior to adjournment of the annual meeting.
Section 2. Each elective officer shall take office upon election and
shall serve for a term of one years or until his successor is duly elected and
qualified. The Board of Directors shall be responsible for upholding the
by-laws.
Section 3. Vacancies in any office may be filled for the balance of
the term thereof by the directors at any meeting.
Section 4. President – The President shall be the principal elective
officer of the organization, shall preside at meetings of the association and of
the Board of Directors and shall be a member with right to vote, of all
committees. The President shall be the co-signer, with the Treasurer, of all
notes, checks, deeds, leases, mortgages, and other legal documents given on
behalf of the Association. He shall also, at the annual meeting of the
association and at such other times as he shall deem proper, communicate to the
members or to the Board of Directors such matters and make such suggestions as
may in his opinion tend to promote the welfare and increase the usefulness of
the association and shall perform such other duties as are necessarily incident
to the office of President or as may be prescribed by the Board of Directors
Section 5. Vice President - In the absence of the President, the
Vice-President shall assume all the duties of that office as stated in Article
7, Section 4.
Section 6. Treasurer – The treasurer shall keep an account of all moneys
received and expended for the use of the association, and shall make
disbursements authorized by the Board and approved by the president and such
other officers as the Board may prescribe. All sums received he shall deposit in
the bank or banks approved by the Board of Directors. The Treasurer may co-sign
with the President, on behalf of the Association, checks, notes and other
obligations. The Treasurer shall not make any disbursement of association funds
other than association administrative expenses in excess of two hundred fifty
dollars, without prior approval of the Board of Directors. The Treasurer shall
provide a list of all paid members to the Clerk 20 days prior to the Annual
Meeting for the purpose of annual voting. The Treasurer shall make a report at
the annual meeting or when called upon by the president. The funds, books and
vouches in his hands shall, with the exception of confidential reports submitted
by members, at all times be subject to verification and inspection by the Board
of Directors.
Section 7. Clerk – The Clerk shall have charge of all minutes’ books,
documents, the Corporate Seal, and papers as the Board of Directors may
determine. The Clerk shall attend all meetings of the Association and shall keep
minutes of all meetings. The Clerk shall keep updated information for all
members including addresses and phone numbers. The clerk shall give notice of
and attend all meetings of the association to keep a record of all proceedings,
to attest documents and perform such other duties as are usual for such official
or as may be duly assigned to him. The clerk shall produce written minutes
within 30 days after all meetings.
Article 10 – Committees
Section 1. The president, subject to the majority vote of the Board of
Directors, shall annually appoint such standing, special or subcommittees as may
be required by the bylaws or as he may find necessary. A list of committee
members shall be provided to the board annually, stating the name of all active
committees, Committee members, and terms. This requirement shall be deemed met
when formal notice has been provided to the local chapter president and clerks.
Section 2. Standing Committees - There shall be standing committees of
the association called the Training Committee; Legislative Committee; Public
Education Committee and any ad-hoc committees as established by Article 8,
Section 1. Each chapter shall select a member to serve on each of the standing
and ad hoc committees
Section 3. Committee Responsibilities – Each committee shall perform
its duties as designated by the Chairman of said committee. Each committee
Chairman shall report on activities of the committee to the Executive Board of
Directors when requested.
Article 11 - Regional Chapters
Section 1. Each regional chapter shall be governed by their local by
laws.
Section 2. Chapters shall notify the Mass Harbormaster Association
Treasurer of all eligible members upon request.
Section 3. Massachusetts Harbormaster’s chapters shall include but are
not limited to the following:
a. North Shore Region
b. Cape – Islands and Southeastern Region
c. South Shore Region
Article 12 – Mail and Electronic Vote
Section 1. Whenever, in the judgment of the President, any questions
shall arise which it believes should be put to a vote of the Board of Directors
and when it deems it inexpedient to call a special meeting for such purpose, the
President may, unless otherwise required by these bylaws, submit such a matter
to the Board for electronic vote and decision.
Article 13 – Fiscal Year
The fiscal year shall commence on the first day of July and shall end on the
thirtieth day of June.
Article 14 – Seal
The association shall have a seal of such design as the Board of Directors
may adopt.
Article 15 – Indemnification
The association may, by resolution of the Board of Directors, provide for
indemnification by the association of any and all of its Directors or officers
or former Directors or officers against expenses actually and necessarily
incurred by them in connection with the defense of any action, suit, or
proceeding, in which they or any of them are made parties, or a party, by reason
of having been Directors or officers of the association, except in relation to
matters as to which such director or officer or former director or officer shall
be adjudged in such action, suit, or proceeding to be liable for negligence or
misconduct in the performance of duty and to such matters as shall be settled by
agreement predicated on the existence of such liability for negligence or
misconduct.
Article 16 – Dissolution
On dissolution of the association, any funds remaining shall be distributed
equitably to the remaining chapters of the organization. If no chapters exist to
receive the distribution of funds, they shall be distributed to any organized
and qualified charitable, educational, scientific or philanthropic entity, as
determined by the Board of Directors.
Article 17 – Amendments
Upon proposal by the Board of Directors or by written request of ten members,
these bylaws may be amended, repealed or altered, in whole or in part, by a
two-thirds vote of those members present and voting at any meeting of the
association; provided that a copy of any amendment proposed for consideration
shall be provided by the clerk to the members at least (10) days prior to the
meeting. This requirement shall be deemed met when formal notice has been
provided to the local chapter president and secretary.
Amended March 26, 2009
Originally Adopted December 12, 2006
