ARTICLE I: Name
SECTION 1: The name of this organization shall be “The Society of Port Engineers of Puget Sound”.
ARTICLE II – Objectives
SECTION 1: The Society will generally confine its activity to Marine Engineering matters and shall have as its objectives:
a) The development and advancement of the Science of Marine Engineering in the area of its practical application.
b) The development of cooperative spirit and friendly relations among the members and within the industry.
c) The development of an attitude of mutual assistance among the members and in the relations of members with others in the industry.
d) The provision of a forum for the orderly and objective discussion of engineering problems affecting the Marine industry.
ARTICLE III – Policy
SECTION 1: In carrying out the objectives and in doing the business of the Society, the general policy shall be to maintain a strictly non-partisan attitude in political matters and in labor relations.
SECTION 2: In all forums provided at the regular meetings of the Society, the floor shall be available to all, members and guests alike, who may have critical or constructive thoughts to offer concerning the subject of the forum.
SECTION 3: Secrecy in any form shall not be tolerated in the proceedings of the Society, but this shall not be construed as preventing the maintenance of reasonable privacy and an orderly atmosphere in which to carry out the deliberations and business of the Society.
SECTION 4: The Society shall operate and conduct its business as a non-profit organization within the intent of applicable law.
ARTICLE IV – Membership
SECTION 1: MEMBERS shall be citizens of the United States of America (except as herein provided), directly or indirectly associated with the Marine Industry, of good repute within the industry and further qualified as required by Sections 3 and 4 of this article.
SECTION 2: THE MEMBERSHIP OF THE SOCIETY shall consist of (a) Regular Members, (b) Associate Members, (c) Honorary Members, (d) Life Members.
SECTION 3(a): REGULAR MEMBERSHIP: Those persons eligible to be classed as a Regular Member shall be currently employed (or self employed) in the service of: Commercial Operating Shipping Companies; Military Operating Shipping Agencies; Marine Classification Societies; Marine Salvage Associations; Naval Architects and Marine Engineers; Marine Consultants or Surveyors; Commercial or Naval Shipyards; U.S. Government Marine Regulatory Agencies; U.S. Government Agencies concerned with Construction Repair, Conversion or Maintenance of Marine vessels; Marine Equipment Manufacturers; Marine Equipment Suppliers or similar facility directly associated with and a part of the Marine Industry.
PROVIDED that the nominal duties of the person so employed (or self-employed) shall, wholly or in significant part, include the function of supervision, or direct responsibility for Marine Engineering maintenance, repair, inspection, survey or design.
SECTION 3 (b): REGULAR MEMBERS shall exercise all rights and privileges of Membership including voice and vote in the business and meetings of the Society and may, if elected, hold any office.
SECTION 3 (c): REGULAR MEMBERS having once qualified shall be maintained in that status.
SECTION 4(a): ASSOCIATE MEMBERSHIP may be accorded to those persons currently employed (or self-employed) but not directly involved in the performance of marine engineering professional services, nor otherwise qualifying for regular membership who have expressed interest in the objectives of the Society of Port Engineers.
SECTION 4 (b): ALIENS of a Friendly Nation, being otherwise qualified for Membership may, at the discretion of the Board of Governors, be recommended for Associate membership.
SECTION 4 (c): ASSOCIATE MEMBERS shall exercise all rights and privileges of a Regular Member.
SECTION 4 (d): ASSOCIATE MEMBERS, upon acquiring the necessary qualification for Regular membership, may request and may be accepted for Regular Membership, at the discretion of the Board of Governors.
SECTION 5 (a): HONORARY MEMBERSHIP may be awarded to Regular or Associate members or to any person directly or indirectly associated with the Marine Industry who shall be qualified in a manner consistent with the following guidelines:
(1) While having been actively associated with the Marine Industry to have performed a service or services of outstanding merit, above and beyond prescribed duty, resulting in significant advancement of the Science of Marine Engineerings, or
(2) Through years of meritorious service, honorable good conduct and dedication to duty within the Marine Industry to have thereby reflected honor and prestige upon the Industry, the Science of Marine Engineering and this Society, and to have thereby earned the unanimous respect and acclaim of the Membership.
SECTION 5 (b): Persons deemed worthy of HONORARY MEMBERSHIP may be proposed for such membership by written petition, stating the particulars, and signed by not less than five (5) Regular Members in good standing. Such petition shall be presented to the Secretary, who in turn shall record receipt of the petition, read the petition at the next regular meeting and thereafter refer the petition to the Board of Governors for consideration and action. After investigation of the petition the Board shall refer the matter to the membership in regular meeting, stating the Board’s concurring or contrary opinion. Election to Honorary Membership shall be only by unanimous agreement of the members present at a Regular Meeting. Upon certification of such election by the members the Secretary shall formally notify the person of the honor thus bestowed by the Society. At earliest convenience thereafter the President shall arrange a formal presentation of an Honorary Membership Certificate to the honored person at a following Regular Meeting.
SECTION 5(c): HONORARY MEMBERS shall not be required to pay the Society’s annual dues.
SECTION 5(d): HONORARY MEMBERS have prior status as Regular or Associate Members shall retain all the rights and privileges granted to them prior to becoming an Honorary Member.
SECTION 5(e): HONORARY MEMBERS having no prior status as Regular or Associate Members shall exercise all rights and privileges of Regular Membership including voice in meetings, but shall not be eligible to vote in meetings or by ballot or to hold elective office.
SECTION 6(a): LIFE MEMBERSHIP may be awarded to Regular or Associate Members who, after having maintained good standing in the Society for a period of at least five (5) years, are retired from and no longer actively employed in the Marine Industry, but who wish to retain an active interest in and association with the Society.
SECTION 6(b): LIFE MEMBERS shall exercise all rights and privileges of membership except they shall not be eligible to hold office.
SECTION 6(c): Application for LIFE MEMBERSHIP shall be made in writing to the Secretary who in turn shall record receipt of the application, read the application at the next regular meeting and thereafter refer the application to the Board of Governors for consideration and action. Action by the Board of Governors shall be similar to election of Honorary Members, as stated above, and unanimous approval of the Members in a regular meeting is required for election.
SECTION 7: TENURE IN MEMBERSHIP shall be limited only by maintenance of good repute in the Industry and good standing on the roles of the Society.
SECTION 8(a): A ROSTER of the Membership shall be maintained correct and current at all times by the Secretary.
SECTION 8(b): All new members, upon being accepted for membership, shall be provided with a copy of the current Roster by the Secretary.
SECTION 8(c): At the discretion of the Board of Governors, the Secretary shall distribute to all members in good standing, either a complete and updated copy or a list of changes to, the Roster, at least once each year.
SECTION 8(d): The Roster shall include separate listings of Past Presidents, Past Chairmen of the Board of Governors, Honorary Members, Men of the Year and Special Awards.
SECTION 8(e): MEMBERSHIP ROSTERS shall be considered a Corporate Property of the Society and shall be safeguarded by the Membership against unauthorized commercial use. The Society may solicit, or cause to be solicited, commercial advertisements from Pacific Coast Wide as well as locally represented, marine associated companies only, to be inserted into the Roster in order to offset the costs of printing the Roster. However, no one advertiser may be allowed to purchase more than one advertisement in the Roster. Further, no one advertisement may occupy more than one page of the Roster.
SECTION 9: All members shall, upon their election of membership, be presented with a CERTIFICATE OF MEMBERSHIP of a form determined by the Board of Governors and signed by the President and Secretary. Any member may resign at any time by written notice to the Secretary. Secretary shall make a written response to all resignations and shall post the Roster accordingly.
ARTICLE V – Application for Membership
SECTION 1(a): Application for Regular or Associate Membership shall be made on forms provided by the Society, or in similar format, giving all necessary particulars concerning the person submitting the application and including an outline of qualifications. Applicants must be sponsored by two (2) Members in good standing, each of whom shall be personally acquainted with the applicant and can personally attest to his qualifications. Properly completed and validated applications shall be presented to the Secretary, who shall record receipt of the application, refer the application to the Board of Governors for consideration and thereafter present the application at the next Regular Meeting.
SECTION 1(b): Any Member in good standing, having significant reason, may protest the acceptance of an application for membership provided such protest is made publicly in regular meetings, or in writing to the Board of Governors, stating the reason for such objection within a time period of not more than thirty (30) days following date of reference.
SECTION 1(c): An applicant, upon acceptance, shall be notified by the Secretary to appear at a regular meeting for induction into the Society.
ARTICLE VI – Discipline
SECTION 1: Discipline of the Society and its membership shall be exercised by the Board of Governors and any matter indicating a need for a disciplinary decision or action shall be referred to the Board for consideration, development of facts and disposition as deemed advisable or necessary in the premises.
SECTION 2: It shall be they duty of the individual member of the Board of Governors to know, and require adherence to, the Constitution and By-Laws of the Society and to maintain good order and justice in the affairs, business and activities of the Society.
SECTION 3: Any Member may be suspended or expelled by the Board of Governors for just and reasonable cause but, except as expressly provided, no such action shall be taken until the charged Member has had a hearing before the Board. Charged Members shall be furnished with a written statement of charges preferred and be give due notice of time and place of hearing. Failure to respond to such notice shall constitute waiver of opportunity for defense.
SECTION 4: Disciplinary action shall be limited to suspension or, in extreme case, to expulsion. Members, once expelled, shall not again be accepted. Suspended Members may act to lift the suspension by satisfying the reasonable requirements of the Board of Governors.
ARTICLE VII – Government and Meetings
SECTION 1: Except as otherwise provided in these By-Laws the Government of the Society shall be vested in the membership assembled in Regular, Annual or Special Meetings. Decisions in such meetings shall be by vote on a proposal properly moved and seconded and a majority vote by members present shall carry except as otherwise provided herein.
SECTION 2: ROBERT’S RULES OF ORDER shall govern the conduct of all meetings when not in conflict with specific provisions in these By-Laws. A quorum for a Regular Meetings of the Membership shall consist of two (2) elective officers and nine (9) members in good standing.
SECTION 3(a): REGULAR MONTHLY MEETINGS shall be held in the manner set below at a place in or adjacent to the City of Seattle, Washington, as designated by the Board of Governors, February, July, August and holidays excepted. In the event of a conflict, or for any other good and sufficient reason, the date, hour and/or place of Regular Meetings may be changed by action of the Board of Governors or of the members assembled in a preceding Regular Meeting if deemed necessary.
SECTION 3(b): REGULAR MEETING shall also provide an opportunity for the entertainment of Members and guests by means of a program sponsored and presented by the Program Committee. Programs shall consist of lectures, movies, slides, reading of professional papers, or similar features of an education or informative character.
SECTION 3(c): REGULAR MEETINGS shall generally be arranged as Dinner Meetings to which Members may invite guests for the purpose of meeting socially with the Membership. Members shall introduce their guests, indicating industrial affiliation if any.
SECTION 3(d): Persons outside this Society who provide and implement these programs and thus devote their time and effort to forwarding the objectives of the Society are to be considered and treated as guests of the Society and their dinner fees shall be paid by the Society.
SECTON 3(e): REGULAR MEETINGS shall be organized and constituted in the following order:
(1) ASSEMBLY of Members and Guests for a Social hour, to be followed by
(2) DINNER PERIOD
(3) COFFEE TIME AND RECESS
(aa) During Coffee Time the Members will each stand to introduce themselves and their guests.
(bb) The Christmas Fund collection will be taken during Coffee Time.
(cc) Following introductions the President will introduce persons at the head table, and call a recess of five minutes to allow preparation for the program.
(4) RE-ASSEMBLY AFTER RECESS: the President will turn the meeting over to the Program Chairman who will then introduce the Speaker and implement the program of the evening.
(5) PROGRAM: On completion of the program a pause will allow departure of those present who do not wish to attend the Business Meeting.
(6) BUSINESS MEETING: (aa) Reading of Communications; (bb) Action on Communications; (cc) Reading of Applications for membership; (dd) Report of Chairmen of Board of Governors; (ee) Reports as needed from Chairmen of Committees.
SECTION 4(a): An ANNUAL MEETING, for the purpose of receiving the ANNUAL REPORT, of elected officers and for seating of newly elected officers, shall be held in place of the Regular Meeting scheduled for the month of JANUARY of each year. The regular monthly business of the Society shall also be carried out at this Annual Meeting and shall have the effect of consolidating and terminating the tenure in office of the outgoing officers.
SECTION 4(b): TRANSFER OF AUTHORITY AND RESPONSIBILITY from outgoing officers shall be affected during the regular order of business following the completion of “unfinished business” by the outgoing officers at this Annual Meeting.
SECTION 4(c): TENURE IN OFFICE of outgoing and incoming officer shall, respectively, end and start at the Annual Meeting.
SECTION 4(d): OUTGOING OFFICERS shall have the responsibility of arranging the current business of the Society in reasonably good order for the benefit of the Incoming Officers.
SECTION 4(e): The ORDER OF BUSINESS at the Annual Meetings provided for herein shall be conducted by the President as follows:
(1) Reading of Minutes of Previous Annual Meeting
(2) Reading of Communications
(3) Action on Communications
(4) Reading of Applications for Membership
(5) Annual Reports of Elective Officers: President, Secretary, Treasurer, Chairman of the Board of Governors
(6) Reports by Chairman of Committees
(7) Unfinished Business
(8) Installation of Incoming Officers
(9) New Business
(10) Good and Welfare
SECTION 5: It shall be common practice to follow the Order of Business completely and in detail to insure dissemination of knowledge of the affairs of the Society to the membership assembled. Deviation from this order may be entertained by the Chair as a matter of expediency, but capricious practice shall not be indulged.
ARTICLE VIII – Officers
SECTION 1(a): The elective Officers of the Society shall be:
(2) Vice President
(5) A Board of Eight (8) Governors.
SECTION 1(b): All Officers of the Society shall have tenure in office as provided in these By-Laws or until their successor shall have been elected, qualified and installed.
SECTION 2(a): The PRESIDENT shall be the Chief Executive Officer of the Society and shall be elected from among the REGULAR MEMBERS. His/her tenure of office shall be for one (1) year.
SECTION 2(b): The PRESIDENT shall preside at all meetings of the membership; shall preside and act as Master of Ceremonies at all Society social functions; and shall act as Representative of the Society at public functions. In the absence of the President, the VICE PRESIDENT shall act in his stead.
SECTION 2(c): The PRESIDENT shall attend all meetings of the Board of Governors and shall be an ex-officio member of that body with voice and vote but shall not be eligible for election of the office of Chairman of the Board of Governors.
SECTION 3(a): The VICE PRESIDENT shall be an assistant to the President in the exercise of the executive function and shall be elected form among the REGULAR MEMBERS. His/her tenure in office shall be for one (1) year.
SECTION 3(b): The VICE PRESIDENT shall assist the President in any lawful manner prescribed by the President and shall attend all meetings of the Board of Governors ex-officio, with voice but without vote in the deliberations of that body; provided, however, that in the absence of one (1) or more regularly elected members of the Board the Vice President may vote in his stead.
SECTION 3(c): In the event of absence of the Vice President from a Regular Meeting, or the unforeseen succession of the Vice President to the Presidency, the Chairman of the Board of Governors shall act in his stead.
SECTION 4(a): The SECRETARY shall be the Corresponding and Recording Officer of the Society charged with maintenance and safe-keeping of current and permanent records and files. He/she shall be elected from among the REGULAR MEMBERS in good standing. Tenure of office shall be for one (1) year and may be re-elected to serve ongoing terms.
SECTION 4(b): The SECRETARY shall have custody of the OFFICIAL CORPORATE SEAL OF THE SOCIETY and be responsible for its use only as authorized by the Board of Governors; shall make and keep a written true record of the proceedings of the Society; shall keep and maintain a current and correct Roster of Members and Officers, indicating their standing and status in the Society; shall report to the Board of Governors, and to the Membership on the occasion of the Annual Meeting in January of each year, all pertinent information concerning the status of the membership, including elections, suspensions, resignations and/or deaths of members during the past year; shall receive and report to the membership and to the Board of Governors, all applications for membership; shall receive, process and/or file for reference all documents, records, reports and communications connected with the business of the Society; shall notify new members of their election and provide them with copies of the Society
Roster, By-Laws and Certificate of Membership; shall arrange and procure necessary printing and mailing as required in the By-Laws or as directed by the Board of Governors; shall notify members of the place and time of meetings; shall, in the case of his inability to attend any meeting, arrange for necessary books, records or reports to be available and in readiness for reference at the place and time of the Regular Meeting; shall be deemed ex-officio member of the Board of Governors, with voice but no vote, and shall attend all meetings of that body to record the proceedings, and shall perform any such other duties as prescribed in these By-Laws or as may be prescribed from time to time by the Board of Governors.
SECTION 5(a): The TREASURER shall be the Financial, Procurement and Disbursing Officer of the Society, charged with the responsibility for receipt, safekeeping and disbursement of the Society funds, and maintenance of financial records. He/she shall be elected from among REGULAR MEMBERS in good standing in the Society. Tenure in office shall be for one (1) year and may be re-elected to serve ongoing terms.
SECTION 5(b) The elected TREASURER may be required to furnish bond in amount and in manner prescribed by the Board of Governors.
SECTION 5(c): The TREASURER shall have custody of Society financial records and funds and shall be directly responsible to the Board of Governors therefore; shall receive and deposit Society receipts to the account of the Society at a bank selected by the Board of Governors; shall draw Society funds for disbursements only as prescribed in these By-Laws or as directed by the Board of Governors, provided that all checks drawn upon Society funds shall be validated by signature of a member of the Board of Governors and countersigned by the Treasurer; shall keep proper account books with current and accurate record of all receipts, disbursements and balances; shall make report of current receipts and disbursements to the membership at Regular Meetings; shall make a complete and balanced report of financial condition to the Board of Governors each month; shall procure and/or submit properly authenticated and approved vouchers or invoices to support all expedenditures; shall obtain the approval of the Board of Governors for all financial transactions performed under his purview for the account of the Society; shall, in case of his inability to attend any meetings, arrange for the necessary books, records or reports to be available and in readiness for reference at the time and place of Regular Meetings; shall not delegate any power or duty to others without express authority of the Board of Governors sitting as a body; and shall perform such other duties as prescribed in these By-Laws or as may from time to time be prescribed by the Board of Governors
SECTION 6(a): The GOVERNORS, sitting as a BOARD, shall be the Administrative and Governing Body of the Society. Authority and powers conferred upon other elective officers of the Society are exercised at the discretion of the Board of Governors.
SECTION 6(b): The BOARD OF GOVENORS shall consist of eight (8) elected Governors and the President, acting ex-officio. The Board shall elect, from among its eight (8) elected Governors, a CHAIRMAN who shall act at the pleasure of the Board as its presiding officer and as the nominal MANAGER OF THE SOCIETY.
SECTION 6(c): The eight (8) GOVERNORS shall be elected from among the REGULAR MEMBERS who are in good standing. Tenure in office shall be for two (2) years and they may succeed themselves; provided, however, that a member may serve no more than two (2) consecutive terms as Governor.
SECTION 6(d): The CHAIRMAN OF THE BOARD OF GOVERNORS shall preside at all meetings of the Board; shall notify members of the Board of the time and place of Board meetings; shall call special meetings of the Board or of the Membership as occasion may require; shall exercise general management and control of administrative business of the Society, subject to the approval of the Board, when the Board is not in session; shall make and sign contracts or agreements in the name of the Society where such action is necessary and has been approved or directed by the Board; and shall exercise all powers and perform all acts incident to his office which are authorized by the By-Laws, the Board of Governors, or are required by law.
SECTION 6(e): The BOARD OF GOVERNORS shall assemble and meet monthly at least seven (7) days prior to the next regularly scheduled monthly meeting or event to hold a regular BOARD MEETING and shall then transact the business of the Board of Governors. Minutes of BOARD MEETINGS shall be recorded and kept by the Secretary.
SECTION 6(f): The MEETINGS OF THE BOARD OF GOVERNORS shall not be secret and shall be open at all times to any member in good standing who may wish to attend as an observer; provided, however, that such observing member shall have voice only if called upon, shall conduct himself in a gentlemanly manner and shall not interfere with the deliberations of the Board in session.
SECTION 6(g): BOARD MEETINGS shall be conducted in accordance with Robert’s Rules of Order.
SECTION 6(h): A quorum for such meetings shall consist of five (5) or more members of the Board.
SECTION 6(i): A REPORT OF THE BOARD OF GOVERNORS MEETING shall be made orally by the Chairman of the Board at the next following Regular Meeting of the Membership, and the Membership shall be kept fully informed concerning the business of the Society as conducted by the Board of Governors.
SECTION 6(j): The BOARD OF GOVERNORS shall, as occasion requires, organize themselves into COMMITTEES composed of two (2) or more Members of the Board, to efficiently carry out and facilitate the multitudinous duties of the Board. These Committees shall act to supervise and assist the various officers whose duties come within the purview of the Board, and shall serve to implement, inform and guide the business and/or deliberations of the Board, acting as a body during its regular monthly meetings.
SECTION 7(a): The APPOINTIVE OFFICERS OF THE SOCIETY shall be (1) The Chairmen of Standing Committees (2) The Chairmen of Activities Committees, (3), The Chairmen of Special Committees
SECTION 7(b): The PRESIDENT, upon assuming office, shall appoint the foregoing officers from among the Members in good standing to assist him in performing the functions and business of his office. Appointed officers shall hold office for a term not to exceed that of the president making such appointments.
SECTION 7(c): APPOINTED OFFICERS shall have status junior to Elected Officers and shall have responsibility directly to the President. The President shall be vested with the responsibility to insure that the Junior Officers appointed by him carry out their assigned duties properly and efficiently.
SECTION 7(d): CHAIRMEN accepting appointment by the President to head up the various Committees required for the efficient operation of the Society will be expected to expend a wholehearted and dedicated effort to accomplish the ends intended. Chairmen are authorized and urged to draw upon the Membership for any assistance they may require to efficiently accomplish the function assigned.
SECTION 8(a): STANDING COMMITTEES shall include but not be limited to: (1) Program Committee, (2) Good and Welfare, (3) Publicity Committee, (4) Ballot Committee, (5) Legislative Committee, (6) Membership Committee.
SECTION 8(b): ACTIVITIES COMMITTEES shall include but not be limited to: (1) Annual Dinner Dance Committee, (2) Annual Picnic Committee, (3) Christmas Fund Disbursing Committee, (4) Christmas Party Committee.
SECTION 8(c): SPECIAL COMMITTEES shall be set up and activated by the President as required for the performance of functions not otherwise provided for.
SECTION 8(d): It is desirable that all COMMITTEES be fully and adequately staffed to insure success of function and to provide full membership participation in the affairs of the Society. It is an inherent duty of the membership to participate fully in the operation and business of the Society. An ideal condition would be to have every member of the Society active on one or another of the various Committees.
ARTICLE IX – Election of Officers
SECTION 1(a): ELECTION OF OFFICERS shall be only by written ballot of the whole Membership.
SECTION 1(b): Only one (1) candidate for each of the offices of PRESIDENT, VICE PRESIDENT, SECRETARY and TREASURER shall be elected.
SECTION 1(c): Only four (4) candidates for office on the Board of Governors shall be elected each year.
SECTION 2(a): On or before the 30th of October of each year the Board of Governors shall appoint a Nominating Committee, composed of four (4) Regular Members, only two (2) of whom may be Members of the Board of Governors, for the purpose of selecting from among the Membership suitable candidates to contend for election to the Elective Offices of the Society for the coming year.
SECTION 2(b): The Nominating Committee so appointed shall sit and deliberate at its earliest convenience and shall report its selections to the Board of Governors within twenty (20) days of their appointment, or in any case not later than 20 November.
SECTION 3(a): Selections shall be made by the Nominating Committee on the following basis:
(1) The currently serving VICE PRESIDENT, because of the necessary qualifications and his/her experience in office, shall usually be nominated for the Office of President, if he/she is able and agreeable to accepting the responsibility of the office.
(2) Candidates shall be selected to contend for the office of VICE PRESIDENT, he/she shall have the necessary qualifications for the office and shall appear to the Committee to be suitable for eventual election to the office of President, as indicated in paragraph (1) above.
(3) Candidates shall be selected to contend for each of the offices of SECRETARY and TREASURER, he/she shall have the necessary qualifications for the office and shall be agreeable to accepting the responsibility of the office.
(4) No more than six (6) candidates shall be selected to contend for the office of GOVERNOR each of whom shall have the necessary qualifications for the office and shall be able and agreeable to accepting the responsibility entailed.
(5) FINAL SELCTION OF CANDIDATES shall require a unanimous vote of the Committee and their written report of selections made shall be signed by all members of the Committee, indicating their agreement with the slate selected.
SECTION 4 (a): The signed written REPORT OF THE NOMINATING COMMITTEE shall be delivered to the Secretary within the time limit stipulated above.
SECTION 4(b): OTHER NOMINATIONS may be made, if desired, by petition signed by not less than FIVE(5) MEMBERS and filed with the Secretary not later than the Regular Meeting date in December.
SECTION 5(a): The ANNUAL ELECTION OF OFFICERS shall be held at the ANNUAL MEETING in January of each year.
SECTION 5(b): SUITABLE BALLOTS, in a form approved by the Board of Governors, shall be prepared by the Secretary, listing all candidates selected by the Nominating Committee, and any candidates nominated by petition and shall be mailed to all Members in good standing immediately following the December Meeting, but in any case NOT LATER THAN 15 DECEMBER. Ballots shall indicate the time and place of the election. Additional spaces shall always be provided on the Ballot for write-in candidates, thus allowing free choice by the Membership.
SECTION 5(c): An adequate supply of spare ballots shall be made available at the Annual Meeting so that qualified Members attending that meeting may vote there if they have not already done so.
SECTION 5 (d): It shall be the duty of the SECRETARY to affect reasonable safeguards against duplicate ballots, but the vote of the individual members shall remain secret.
SECTION 5(e): Ballots may be delivered to the Secretary by mail or in person, but VOTING BY PROXY SHALL NOT BE PERMITTED.
SECTION 5(f): The BALLOT BOX shall be closed to further voting by the first action of the President as the Annual Meeting comes to order and shall then be delivered to the Balloting Committee for count.
SECTION 5(g): The SECRETARY shall be a member of the Balloting Committee ex-officio and shall be present during the count to make official record.
SECTION 5(h): On completion of the count, the TALLY SHALL BE WRITTEN and signed by the Balloting Committee and forthwith delivered to the PRESIDENT for announcement to the Annual Meeting assembled. Installation of the newly elected officers shall follow in the order of business provided herein.
SECTION 6: Should a VACANCY occur in one of the ELECTIVE OFFICES between elections the vacancy shall be filled by nomination from the floor and election by the Members attending the next Regular Meeting; provided, however, that in the event that the PRESIDENCY becomes vacant the VICE PRESIDENT shall immediately and automatically fill the office to effect continuity in the duties of President, and a new VICE PRESIDENT shall be nominated and elected by the Members assembled.
ARTICLE X – Initiation Fees and Dues
SECTION 1: The INITIATION FEE FOR ALL Regular and Associate Members shall be Ten Dollars ($10.00), plus applicable taxes, if any, payable to the Society with Application for Membership. No application shall be accepted without fee paid. In the event that the application is rejected for cause, the fee received with the application shall be returned forthwith.
SECTION 2(a): The ANNUAL DUES for all Regular and Associate members shall be as determined by the Board of Governors and approved by the Membership.
SECTION 2(b): ANNUAL DUES shall be payable to the Treasurer on the second Wednesday of January of each year. Except for members having joined on or after September 1 of that year will have the following years dues waived. Dues not paid within 90 days of this date are to be considered delinquent.
SECTION 2(c): ANNUAL DUES, once paid, shall not be refunded wholly or in part for any reason; provided, however, that Membership may be exercised for the full period for which dues have been paid, unless a member has been suspended or expelled for cause.
SECTION 3: HONORARY MEMBERS and LIFE MEMBERS shall pay no INITIATION FEE, ANNUAL DUES or ASSESSMENTS.
SECTION 4(a): ASSESSMENTS for the purpose of raising additional funds may be levied only in the form of a written RESOLUTION OF THE BOARD OF GOVERNORS presented to the Membership assembled in Regular Meeting for their discussion and approval in the order of New Business.
SECTION 4(b): Such RESOLUTION shall have the unanimous approval of the Board of Governors and be signed according; shall specify the amount, reason for and proposed use of the assessments, shall be read and explained in REGULAR MEETING by the Chairman of the Board of Governors; and shall require a favorable vote at TWO(2) CONSECUTIVE REGULAR MEETINGS for adoption.
SECTION 4(c): Upon CERTIFICATION BY THE PRESIDENT that favorable action has been taken by the Membership at two (2) consecutive Meetings, the Treasurer shall take the necessary steps to collect the amount of the assessment from the Membership.
SECTION 5: MEMBERSHIP DELINQUENCY in the payment of dues, fees, assessments or other obligations shall be reported by the Treasurer to the Board of Governors, who shall take such action as is deemed by them to be justified in the premises. Unreasonable delinquency or lack of response by a delinquent member may result in suspension from the Society at the discretion of the Board of Governors.
SECTION 6: The BOARD OF GOVERNORS may, at their discretion, REINSTATE a member who may have been suspended for cause but only upon receipt of a signed application for such re-instatement and payment of all obligations owed to the Society, provided, however, that, at the discretion of the Board, all indebtedness of a REINSTATED MEMBER may be satisfied by payment of a REINSTATEMENT FEE of one year’s dues.
ARTICLE XI – Accounts and Funds
SECTION 1: The BOARD OF GOVERNORS shall exercise responsibility for the funds and financial affairs of the Society.
SECTION 2: The Board of Governors, acting as a body, shall have authority to collect fees, dues and assessments as necessary to provide working funds for the maintenance of the Society; to disburse and/or approve the disbursement of Society funds; arrange for the care and deposit of funds; collect, compromise or settle claims for or against the Society and, in general, to exercise complete control over the funds, property and business dealings of the Society except as otherwise specifically provided in these By-Laws. The Board of Governors shall not borrow money for the use of the Society nor shall they make loans with Society funds. Funds generated by 50/50 raffle at each meeting shall be dedicated to the SOPE general fund. Funds generated by raffle or auction at the Christmas Party, Golf Tournament, Man of The Year Banquet, and Picnic shall be dedicated to the SOPE Childrens Fund. Special raffles or auctions may be held to generate funds for the SOPE General Fund. Those raffles or auctions will be clearly promoted as such.
SECTION 3: The BOARD OF GOVERNORS shall analyze all invoices, payrolls, accounts and/or vouchers presented to the Society for payment and, if found in order, shall approve same to the Treasurer before payment is made.
SECTION 4: The TREASURER, acting under the supervision and direction of the Board of Governors, shall collect and receive all moneys due to the Society and deposit same to the Society bank account. He shall disburse Society funds by check on the Society bank account only and when such disbursements have been approved by the Board as provided in Section 3 of this Article.
SECTION 5: The TREASURER shall keep a proper and current record of all receipts and disbursements and shall make a full and complete statement of his accounts to the Board of Governors each month. Such statements are to be supported by authenticated and approved vouchers or invoices and shall be approved by the Board if found in order.
SECTION 6: The BOARD OF GOVERNORS may authorize the expenditure of a set amount of Society funds by the Chairmen of Committees, where need of such funds is certified by the PRESIDENT. Chairmen using Society funds shall be closely supervised by the President and held to strict accounts of funds expended.
SECTION 7: An audit of the finances shall be performed annually. An audit committee will be assigned by the Chairman of the Board and will consist of the Treasurer and at least one member of the Board of Governors. The audit will be performed prior to the January Regular Meeting and at any time there is a change in Treasurers
ARTICLE XII – Social Activity
SECTION 1: The social activity of the Society and its individual members shall be in keeping with the objectives and policy set out in these By-Laws and it is incumbent upon the officers and Membership to conduct themselves in a manner that will reflect honor and esteem upon the Society.
SECTION 2: The objectives of the Society are not to be restricted to interchange among the Members alone but should be extended and projected to all with whom we have contact. It is necessary for the fulfillment of these objectives that the members move freely in social relations with other groups within the industry to the end that a general feeling of good will and friendship among associates shall prevail in the whole sphere of our industrial relationships.
SECTION 3: In the pursuit of the objectives of the Society it is deemed reasonable and proper that the Society shall do its part to provide a facility, atmosphere and opportunity for the free exchange of these ideas between the Membership and the Marine Industry as a whole. In keeping with this premise it shall be a general practice to invite friends and guests to participate in the social phases of our Regular Meeting.
SECTION 4(a): The following social activities shall be regularly sponsored and provided by the Society: (1) Annual Dinner Dance; (2) Annual Golf Tournament (3) Annual Picnic; (4) Annual Christmas Party.
SECTON 4(b): The ANNUAL DINNER DANCE shall be held during the winter social season at the time to be selected by the Board of Governors, and shall serve to implement the objectives of the Society and to introduce the new officers and their spouses to the Marine Fraternity. The function shall be semi-formal in character and invitation to attend shall be extended to all persons having connection, interest, or business with the Society.
SECTION 4(c): Provision shall be made for refreshment, entertainment, music and an atmosphere conducive to good fellowship and pleasant social relations.
SECTION 4(d): Admissions shall be by reservation and ticket for which a reasonable fee shall be charged. The Dinner Dance Committee, in presenting this function, shall generally be guided by the experience gained from prior similar functions. Notification of the forthcoming event shall be by publication in news media, mailing of announcement and word-of-mouth advertisement by all members to their friends and associates.
SECTION 4(e)(a): The ANNUAL DINNER DANCE shall also be the occasion for the selection of, and award to, the MAN OF THE YEAR.
SECTION 4(e)(b): The MAN OF THE YEAR shall be selected by a sub-committee composed of previously honored Men of the Year, having as its Chairman the last previously selected Man of the Year. The President of the Society shall be an Ex-Officio Member of this Committee so as to provide Society input. Qualifications for this honor are generally similar to those specified herein for and Honorary Member.
SECTION 4(e)(c): AWARD OF THE HONOR OF MAN OF THE YEAR shall be publicly made at an appropriate time during the DINNER DANCE and the recipient then presented with a suitable memento having a plaque affixed in commemoration of the occasion. Presentation of the award and memento shall be made by the CHAIRMAN OF THE COMMAITTEE following introduction of prior recipients of the award present at the Dinner Dance.
SECTION 5(a) The ANNUAL PICNIC shall be held during the summer season at a time and place selected by the Board of Governors, and shall serve as an occasion for the meeting of the Members’ families with the families of other persons having connection or business with the Marine Industry. The PICNIC shall be completely informal and organized to provide social contact, entertainment and relaxation for all those attending, with particular accent on games for the children.
SECTION 5(b): A Chairman of the Picnic Committee shall be appointed by the President to organize this affair and together they shall select sufficient Members to act on the Committee as required to insure a satisfactory and financially successful event. The modus operandi developed over the years of experience shall generally be followed by the committee.
SECTION 6(a): The CHRISTMAS PARTY shall be held on the occasion of the Regular meeting of the membership during the month of DECEMBER of each year and shall serve as joyous happy demonstration of the traditional Christmas spirit between the membership and their friends. Non-essential business of the Society shall be dispensed with during the meeting and any urgent business required to be transacted at that time shall be transacted by the Elective Officers without benefit of Membership participation.
SECTION 6(b): The CHRISTMAS FUND COMMITTEE shall report to this meeting their nomination for the award of the CHRISTMAS FUND and solicit approval of their selection by the Membership assembled.
SECTION 6(c): As a demonstration of GOOD CITIZENSHIP and CHARITY toward their fellow men, the Society Membership in REGULAR MEETING will customarily take up a collection during the course of the meeting. This collection shall be designated the Christmas Fund and separate accounting of same shall be kept by the Treasurer. No attempt shall be made to make this collection a hardship on the members assembled or their guests.
SECTION 6(d): The CHRISTMAS FUND shall be disbursed during the Christmas season each year and shall be administered, subject to the approval of the Board of Governors, by a committee selected for that purpose by the President. Disbursement shall be in the form of monetary gifts to organizations having a responsibility for the care and welfare of underprivileged children.
SECTION 7(a): An Annual Golf Tournament shall be held in the month of June, at a time and place selected by the appointed Golf Committee Chairperson and his/her Committee. This activity shall serve as an occasion for the meeting of the Members and their guests having connection or business with the Marine Industry.
SECTION 7(b): The Chairperson to the Annual Golf Tournament shall be appointed by the President to organize this affair. Together they shall select Committee members to plan and act on the activity to ensure a satisfactory and financially successful event. The modus operandi developed over the years of experience shall generally be followed by the Committee.
ARTICLE XIII – Amendments
SECTION 1: AMENDMENT OF BY-LAWS, when deemed necessary, may be proposed by a unanimous signed RESOLUTION of the Board of Governors or by written PETITION signed by at least ten (10) Regular Members in good standing. Such RESOLUTION or PETITION shall be filed with the SECRETARY for record and shall be read by the Secretary at the next following REGULAR MEETING of the Membership for discussion and action by the MEMBERSHIP.
SECTION 2: Action toward adoption of the proposed Amendment to the By-Laws shall be the prerogative of the MEMBERSHIP IN REGULAR MEETING assembled and in the order of New Business or Unfinished Business as may be appropriate in the circumstances, as decided by the Chair. All members shall be notified, by means of the Monthly Meeting Notice, that a proposed BY-LAW amendment will be discussed and voted upon at the meeting for which the Meeting notice is being sent.
SECTION 3: Adoption of the Proposal for Amendment of the By-Laws may be carried by favorable action by the Membership present at TWO (2) CONSECUTIVE REGULAR MEETINGS; provided, however that if the matter is urgent or serious dispute arises in meeting, the president may, at his discretion and free of challenge, require MAILED BALLOTS to be sent out for SECRET VOTE of the entire Membership in good standing. Such ballots shall set out the proposed changes, giving a consensus of view pro and con, and shall be returned within thirty (30) days for counting at the next following Regular Meeting. A two-thirds majority of ballots returned in favor shall be required to carry the proposed change.Revised and updated April 1964, March 14, 1969 and June 16, 1982. Corrected and approved by the Board of Governors May 5, 1964, April 1, 1969 and June 1, 1982. Amended and adopted in Regular Meetings: May 13, 1964, June 10, 1964 April 9, 1969, May 14, 1969, September 12, 1973, June 1, 1976, June 17, 1981, October 13, 1981, June 16, 1982, October 12, 1982, December 13, 1983, January 10, 1984, May 9, 1996, May 26, 1998, May 14, 2002, Mar 31, 2011, June 12, 2013.