| The Board of Directors does hereby repeal the Bylaws of said Corporation and in place thereof do provide the following Amended Bylaws to govern this corporation.
This Corporation is organized exclusively for educational purposes including, for such purpose, the making of distributions to organizations under section 501(c)(3) of the Internal Revenue Code of 1954.
More specifically, the purpose of this organization is to provide a forum for member organizations interested in boating education and safety, to advance and foster the safe enjoyment of the principles of safe boating and to educate the growing boating public in the principles of safe boating with the goal of protecting life and property on the Nation's waterways. The Corporation's purposes include, but are not limited to, the following:
- Providing a clearinghouse and forum for boating educational information and projects, and disseminating such information and data to all its members and the general public;
- Conducting public discussion groups, forums, seminars, and conferences; conducting or coordinating study clinics pertaining to safe boating; and publishing boating safety information for the use and benefit of the public;
- Supporting the boating safety functions of its member organizations;
- Sharing boating safety information and solving common problems;
- Being the recipient, custodian and disburser of funds received for the purposes herein described; and
- Carrying out such other future projects or programs determined by the Board of Directors to be in the interest of safe boating.
The aforesaid activities, cooperative efforts, and support of the independent work carried out continuously by various member organizations is intended to advance the entire field of recreational boating education and safety and more effectively serve the public.
Section 1. The principal office shall be in a location as deemed appropriate, by the Council’s Board of Directors, which provides for effective administering and coordinating of the Council’s activities.
Section 2. The Corporation may also have such other offices both within and without the District of Columbia as the Board of Directors may from time to time determine or the activities of the Corporation may require.
Section 1. Membership in the Corporation shall consist of several classes, some with voting rights and some without as specified herein, including but not limited to, the following organizations, companies, groups or individuals.
- Voting members are members comprised of representatives from the following entities who have paid dues:
- Federal, State and local agencies involved in recreational boating and educational activities.
- National non-profit public service organizations involved in the recreational boating field.
- Local, state and regional non-profit public service organizations involved in the recreational boating field.
- National non-profit boating industry organizations or associations.
- Such other non-profit organizations in consonance with the purpose of the Corporation.
- National for-profit businesses or companies involved in the recreational boating industry or boating safety.
- Regional for-profit businesses or companies in the recreational safe boating industry.
- Other for-profit businesses or groups with interests consonant with the purpose of this Corporation.
- Contributing, sustaining, or patron members interested in supporting boating safety programs.
- Non-voting members.
- Individual members involved in the recreational boating industry or in boating safety.
- Honorary members selected by a majority vote of the Board of Directors.
- Non-voting members shall be entitled to attend and participate in meetings of the membership, but cannot hold office in the Corporation or vote on corporate business. Non-voting members may serve as Chair of committees to which they may be appointed.
Section 2. All voting members listed above may vote on any modification or changes to these Bylaws and Articles of Incorporation.
Section 3. The United States Coast Guard may appoint a non-voting representative to the Board of Directors of the Council to assure consistency of national recreational boating safety and educational policies.
Section 4. Prospective members may apply for membership in accordance with Articles III and VII.
Section 1. Annual Meeting. The annual meeting of the members of the Corporation shall be held on a day duly designated by the Board Directors in the last four (4) months of each calendar year, for the purpose of electing officers, and the transaction of such other corporate business as may come before the meeting.
Section 2. Special meetings of the members may be called at any time for any purpose or purposes by the Chairperson of the Board or by a majority of the Board of Directors, and shall be called forthwith by the Chair, Vice Chair or Secretary or any director of the Corporation upon request in writing of a majority of all members entitled to vote on the businesses to be transacted at such meetings. Such request shall state the purpose or purposes of the meeting. Business transacted at all meetings of members shall be confined to the stated purpose or purposes stated in the notice of meeting.
Section 3. Place of Meetings. All meetings of members shall be held in the principal office of the Corporation or elsewhere in the United States as designated by the Board of Directors.
Section 4. Notice of Meetings. Written notice of each meeting of the members shall be mailed to each member of record entitled to vote, as well as non-voting members at the address as it appears upon the books of the Corporation, at least 30 days before the meeting. Each such notice shall state the place, day, and time at which the meeting is to be held, and in the case of any special meeting shall state the purpose or purposes thereof.
Section 5. Quorum. The presence of persons or by proxy of one tenth (1/10) of the voting members of the Corporation shall constitute a quorum at all meetings of members except as otherwise provided by law, by Articles of Incorporation or by these Bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall be called, the meeting may be adjourned from time to time by a majority of the members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted as if the meeting had been held as originally called.
Section 6. Conduct of Meetings. Meetings of the members shall be presided over by the Chair of the Corporation or, if the Chair is not present, the Vice Chair, or if none of the said officers is present, by a chairperson to be selected at the meeting. The Secretary of the Corporation shall act as secretary of such meetings, or in the absence of the Secretary, the presiding officer may appoint a person to act as secretary or the meeting.
Section 7. Voting. At all meetings of members, every member entitled to vote thereat shall have one (1) vote. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such member or his duly authorized attorney, bearing a date not more than sixty (60) days prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed, or acknowledged. All elections and all questions shall be decided by a majority of the votes cast at the duly constituted meeting, except as otherwise provide by law, in the Articles of Incorporation or by these Bylaws.
If the Chair of the meeting shall determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of ten percent (10%) or more of all members entitled to vote on such election or matter. In either of such events the proxies and ballots shall be received and be taken in charge and all questions touching the qualifications of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by tellers. The Chair of said meeting may appoint such tellers. The Rules contained in the current edition of Robert's Rules of Order shall govern the Corporation in all cases applicable and to the extent they are not inconsistent with these Bylaws or any special rule of order the Board may adopt.
| ARTICLE V |
BOARD OF DIRECTORS |
Section 1. The Board of Directors shall serve as the governing body of the corporation and is empowered and shall have able authority with respect to the following membership matters.
- To determine the qualifications of membership.
- To establish the rights and duties of members as they relate to the business of the Corporation.
- To regulate the withdrawal, suspension or expulsion of members for just causes.
- To accept the resignation of any member at any time on written notice to the Board of Directors subject to the completion of obligations to the Corporation.
- To hire and terminate an Executive Director as needed to meet obligations of the Council.
- To apply for grant funding.
Section 2. There shall be a Board of Directors consisting of a:
- Chair;
- Vice Chair;
- Secretary;
- Treasurer;
- Immediate Past Chair; and
- Two Members-at-Large.
- A United States Coast guard representative who shall serve in a non-voting , ex officio capacity; and
- All committee Chairs, each of who shall serve as non-voting, ex officio members during their term as Chair of their individual committees.
- Up to two additional Members-at Large to be appointed by the Chair.
- Non-voting ex officio members as determined by the Board of Directors; and;
- The NSBC Executive Director.
Section 3. A member organization shall designate its official representative. Such representatives shall be listed on the records of the Corporation and shall receive notices, minutes and other corporate mailings. A Representative, so designated, or the organization which he/she represents, may further designate another to serve with full powers in the absence of the official representative. All changes in representation, official or temporary should be provided by advance written notice to the Secretary.
Section 4. Representatives shall serve until they resign, die, become medically or otherwise incapable of service; are relieved as the official representative of and by their organization; or, the organization which they represent withdraws its membership from the Corporation or is otherwise disqualified under procedures prescribed by the Board of Directors.
Section 5. Five voting members shall constitute a quorum of the Board of Directors, and located at the Annual Meeting; to begin serving upon election and shall serve for one year or until their successors are elected and qualified. Vacancies on the Board of Directors shall be filled for the remained of the term by appointment of the Chair. The Board of Directors shall keep regular minutes.
Section 6. The Executive Director shall have authority in the following matters;
- To hire and terminate employees or contract labor as needed to meet the Council’s obligations.
- To handle day to day operations of the Council within the overall direction of the Board, reporting directly to the Chair.
Section 1. The officers of the Corporation shall consist of a Chair, a Vice Chair, a Secretary, and a Treasurer, each of whom shall be a voting member of the Board of Directors, and each of whom shall be elected at the Annual Conference according to the procedures prescribed by the Board of Directors. The Chair, Vice Chair, Secretary, Treasurer and two Members-at-Large shall be elected from and shall consist of a minimum of 2/3 from the non-profit members of the membership.
Section 2. The term of office for all elected officials shall be one (1) year, or until their successors are chosen and qualified.
Duties: Elected officers shall have such powers, authorities and duties as is customary and usual for their office, and shall have such duties as from time to time may be assigned to them by the Board of Directors.
- Chairperson. The Chair shall have charge of the Officers of the Corporation as directed by the Board of Directors. The Chair, or an official designee, shall sign all grant applications and contracts. The Chair shall have general supervision over all programs and activities of the Corporation. The Chair is specifically charged to execute the intent of the Articles of Incorporation and Article I of these Bylaws.
- The Vice Chair shall assist the Chair and, in the event of the Chair’s absence or incapacity, shall perform the duties of the Chair.
- The Secretary shall keep the minutes of each meeting and provide copies to each member of the Board. The secretary shall mail timely notices of all meetings, including agenda when necessary, to all members of the Board of Directors.
- The Treasurer, or designee, shall have charge of the assets of the Corporation and shall maintain records satisfactory to the selected Auditor. The Treasurer, or designee, shall receive all funds belonging to the Corporation, issue checks in payment of all vouchers and obligations or contracts of the Corporation, and shall be bonded as required by the Board of Directors.
Section 3. The Board of Directors may appoint, or empower the Chair to appoint, such other officers and agents as it shall deem necessary. They shall hold their office for such terms, and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
Section 4. Any officer elected or appointed by the Board of Directors may be removed at any time for cause by affirmative vote of a majority of the Board of Directors.
Section 1. The Board of Directors is empowered to establish such committees, as it feels necessary to conduct the activities of the Corporation. Such Committees may either be long-term "standing" committees or "special purpose" committees. Both voting and non-voting members may serve on such committees.
Section 2. The Executive Committee shall appoint the committee chairs and may either constitute the remainder of the committees or delegate that function to respective committee chairpersons. Committee Chairs shall serve at the pleasure of the Executive Committee, and committee members at the pleasure of the Committee Chairs. The Executive Director shall be an ex-officio member of each committee, except the Executive Committee and the Nominating Committee. Committee members may be either voting or non-voting members. Each committee shall have at least one Board Member.
Section 3. Committee Chairs may establish any subcommittees they deem necessary to implement committee functions.
Section 4. Committees shall report to the Board of Directors or the Executive Committee.
Section 5. In all committees, except as may be otherwise expressly provided by these Bylaws, or by any mandate in writing given the committee by the Chair of the Corporation, a majority of the appointed members shall constitute a quorum and a majority vote of the members present shall constitute an act of the committee.
Section 6. Standing committees shall include, but not be limited to the following:
- Executive Committee to be chaired by the Chair of the Corporation, whose purpose shall be to approve the contract and oversee performance of the Executive Director, appoint Committee Chairs, and oversee committee operations and review the Corporation’s operating budget, monitor revenues and expenditures, make recommendations as necessary to evaluate and present financial aspects of all proposed and current Corporate programs and activities, and to work with other committees to evaluate additional revenue sources. Committee membership shall be limited to the Vice Chair, immediate Past Chair, Secretary and Treasurer.
- A Membership Committee shall promote membership in the Council. Those applying for individual membership, or organizations applying for voting member status, who are interested in supporting the goals and objectives of the Council, may be accepted as members without action by the Membership Committee or Board of Directors.
- Grants and Development Committee to be chaired by the Vice Chair of the Corporation, whose purpose shall be to evaluate grants for which the Corporation may apply, review grant proposals, and to evaluate additional funding and partnering opportunities.
- Nominating Committee to be chaired by the immediate Past Chair of the Corporation, whose purpose shall be to select and recommend a slate of officers to the Corporate Secretary in time for the Secretary to send their report to the membership in the call to the upcoming Annual Meeting.
- Awards Committee, to be chaired by a member of the board of directors so designated by the Chair of the Corporation, whose purpose shall be to seek sponsors to assist in the support and recognition of boating education programs which advance and foster safe boating and educate the boating public in safe boating principles.
Section 7. Ad-hoc committees may be appointed at the discretion of the Chair of the Corporation with the time, duration and charges to be determined by the Chair.
Section 1. The funds of the Corporation shall be derived from special contributions or moneys received from members dues, registration fees, grant proceeds, subscription fees or other lawful sources.
Section 2. All funds received by the Corporation from any source shall be held, used, and expended as the Board of Directors, acting in accordance with the lawful purposes of the Corporation, may see fit. These funds shall be irrevocably dedicated to furthering boating education and safety, or to provide for related administrative expense.
Section 3. No part of the net earnings of the Corporation shall insure to the benefit of, or be distributable to, its members, Directors, officers, or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose of the Corporation as set forth in the Articles of Incorporation of The National Safe Boating Council. No substantial part of the activities of this Corporation shall be the carrying on of propaganda, or otherwise attempting to influence elections, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of Internal Revenue Code of 1954.
| ARTICLE IX |
GENERAL PROVISIONS |
Section 1. The fiscal year for the Corporation shall be October 1 – September 30.
Section 2. Corporate Funds shall be kept in a National Bank insured by the Federal Deposit Insurance Corporation.
Section 3. The Chair of the Corporation shall appoint the Nominating Committee within the first six (6) months following the annual election of officers. The Committee shall consist of five (5)-voting members of the Corporation with the Immediate Past-Chair of the Council of the Corporation as Chairperson of the Committee. The committee shall report its proposed slate of Officers to the Corporate Secretary in time for the Secretary to send their report to the membership in the call to the upcoming Annual Meeting.
Section 4. The Chair of the Corporation, with the assistance of the Executive Committee, may employ full or part time contract staff to assist in the work of the Corporation. The duties, compensation and reimbursable expenses to be allowed shall be set forth in writing and provided to all members of the Executive Committee.
Section 5. The Corporation Seal may consist of two concentric circles between which is the name of the Corporation and in its center shall be inscribed "Corporate Seal", or such other design as the Board of Directors may adopt; and such seal shall be the seal of the Corporation. In lieu thereof, however, the signature of officers shall constitute a seal. In any event, no deed or instrument of the Corporation, otherwise duly authorized shall be held or deemed invalid or insufficiently executed for want of a seal.
Section 6. The annual report of the Treasurer shall be audited in a manner prescribed by the Board of Directors or by the laws of the District of Columbia.
Section 1. These Bylaws may be amended by two-thirds vote of the Directors present either in person or by proxy at a meeting at which a vote on the Bylaws is to be taken.
Section 2. A copy of the proposed amendment shall be sent to all members of the Board of Directors with notice of the meeting as specified herein. |
