1 - NAME
name of this organization shall be:
MARINE AFFAIRS AND NAVIGATION CONFERENCE
shall be incorporated under the laws of the State of California
as a corporation not for profit, and hereinafter referred
to as the Conference.
2 - OBJECTIVES
(a) The primary objective of
the Conference is to provide the fullest coordination
and support of requests and recommendations to the United
States Congress, U.S. Army Corps of Engineers, Office
of Management and Budget, the State of California, and
others concerned with navigation and related subjects.
(b) The Conference is established
to offer, through voluntary participation of public and
private agencies and organizations, the maximum efficient
planning and development of California's navigable channels,
harbors, waterways, and coastal resources through public
(c) The Conference will develop,
initiate, and/or actively support programs and policies
to further objectives consistent with Section (b) above,
or, contrariwise, will oppose and urge opposition to actions
and proposals which may delay or inhibit efficient utilization
of navigational and related potentials of such resources
on behalf of California and its population and commerce,
and in the interest of the United States.
(d) Membership, participation,
holding of office, or other affiliation with the Conference
shall not deny any member or organization the fullest
right to present views, recommendations, or testimony
independently of the Conference or in opposition to those
adopted or recommended by the Conference.
3 - MEMBERSHIP
shall be five classes of membership, to wit:
(a) OFFICIAL MEMBERS consisting
of public and/or private, legally established port districts
and harbor districts, or cities, counties, and other local
political entities, whose activities include the operations
of a port, harbor, or marina within California.
(b) CORPORATE MEMBERS consisting
of corporations, partnerships, proprietorships, associations,
districts, and other commercial entities organized for
profit and who are active and interested in furthering
the objectives of the Conference.
(c) ASSOCIATION MEMBERS consisting
of organizations, associations, districts, and/or cities,
counties, and other political entities not organized for
profit and whose activities do not include the operations
of a port, harbor, or marina and who are active and interested
in furthering the objectives of the Conference.
(d) INDIVIDUAL MEMBERS consisting
of persons, whether or not incorporated, who do not qualify
for any one of the above categories and/or are self-employed
or retired, and who are active and interested in furthering
the objectives of the Conference.
(e) HONORARY MEMBERS consisting
of persons, organizations, associations, districts, and/or
governmental entities who are active and interested in
furthering the objectives of the Conference. Such members
must be approved by the Board of Directors, shall not
have a vote, and shall not be required to pay dues, fees,
(f) The membership of the Conference
may from time to time modify or expand the classes of
membership as provided under Article 9.
4 - FINANCE
(a) The fiscal year of the Conference
shall begin annually on the first day of July (July l)
and end on the Thirtieth day of June (June 30).
(b) For purposes of providing
revenue, a schedule of dues shall be established by the
Board of Directors, which dues shall be due and payable
by the members at the beginning of each fiscal year.
Such schedule may provide for varying rates of dues as
between classes of memberships, and for members within
each class, and for the corresponding number of voting
membership designees to which each is entitled.
5 - OFFICERS
(a) The Board of Directors, hereinafter
referred to as the Board, shall include 21 members elected
by the Conference members. Seven shall be elected annually
for a three-year term. The terms of newly elected Directors
shall commence on July 1 and the terms of retiring Directors
shall end on June 30 or when a new Director is seated, whichever date is later. In the event of the resignation
or incapacity to serve of any elected Director, the Board
shall appoint a successor to serve out the term of said
(b) In addition to the elected
Directors, the Executive Director of the Conference shall
be ex-officio members of the Board. In the event the
elected term on the Board of the Chair of the Board
expires at the end of his/her Chairmanship, he/she shall become
an ex-officio member of the Board for the fiscal year
immediately following his/her Chairmanship. Chairs of standing
committees who are not elected Board members shall become
ex-officio members of the Board for the terms of their
committee chairmanships. The terms of all committee chairs;
whether decreed, elected, or appointed, shall be for one
year or less and shall commence no earlier than July 1
and end no later than June 30.
(c) The Board shall annually
elect from the current Board's elected members a Chair
of the Board, Vice Chair, and Treasurer/Secretary no later than
April 1 to take office on July 1. In the event the term
on the Board of any such officer so elected shall expire,
such officer shall become an ex-officio member of the
Board for so long as they remain an elected officer.
In addition, the outgoing Chair of the Board shall
annually succeed by formal election of the Board to the
office of Immediate Past Chair of the Board, also to
take office on July 1. Such officers so elected by the
Board shall serve without pay unless otherwise approved
by the Board. The Board shall also select an Executive
Director, and such
Executive Director shall be compensated.
(d) The Chairman of the Board
shall appoint a Nomination and Election Committee to prepare
nominations for election to the Board. Such nominations
shall reflect insofar as possible the geographical and
interest ranges of the Conference and its membership.
Such Committee shall assure that written ballots are sent
to the Conference membership at least forty-five (45)
days prior to June 30, for voting by mail prior to June
15, and attest to the results by June 30.
(e) There shall be an Executive
Committee consisting of the Chair of the Board, Vice
Chair, Treasurer/Secretary, the Immediate Past Chair of the
Board, and the Executive Director. The Executive
Committee shall be empowered by the Board to authorize
and implement actions and programs consistent with policies
and directions previously approved by the Board.
6 - MEETINGS
(a) The Conference shall hold
not less than two full membership meetings each year,
one of which shall be in the late Winter and the other
in the Fall. These meetings will be called by the Executive
Director upon the approval of the Chair of the Board
and the Executive Committee.
7 - COMMITTEES
(a) There shall be six standing
committees, the chair of which, with the exception
of the chair of the Finance Committee, shall be appointed by the
Chair of the Board from among the members of the Board,
or from the Conference membership:
Treasurer shall serve as Chair of the Finance Committee.
may recommend, and/or the Chair of the Board may establish
such other committees as may be deemed appropriate. Such
other committee chairs shall be appointed by the Chair
of the Board from among the members of the Board, or from
the Conference membership. In the latter instance, such
appointed chairs will be ex-officio Board members for
the terms of their chairmenships.
Sec. (b) To further
the Conference's long term viability, each committee shall
have an officer providing oversight of the committee to
ensure the coordination of the committees and the monitoring
of the committee's progress and activities. Oversight responsibilities for Committees shall be assigned by the Chair of the Board from among organization officers.
Sec. (c) To further
the Conference's objectives under Article 2, Section (c),
the Executive Director shall each year
develop a Legislative Policy Statement covering
the scope of state and federal issues of interest to the
Conference. The Legislative Policy Statement(s) shall
be reviewed and approved by the Board at the Fall meeting.
The Board may delegate to the Executive Director, general authority to cause to be developed
legislative proposals and to recommend positions on pending
legislative proposals, consistent with the Legislative
Policy Statement(s). In so doing, the Executive Director shall confer with the Board to seek
their consent on legislative positions, insofar as is
practical and the exigencies of the legislative process
ARTICLE 8 - VOTING
Sec (a) All Conference
members other than honorary members shall be entitled
to vote, by mail ballot, and at general or special membership
meetings. Provisions for voter substitute or written
proxy at meetings shall be established by the Board.
ARTICLE 9 - AMENDMENTS
Sec (a) The By-Laws
of the Conference may be amended in the following manner:
a two-thirds affirmative vote of the Conference members
entitled to vote (including voter substitutes or proxies)
attending a full membership meeting, provided written
notice of such proposed amendments has been given by at
least thirty (30) days prior to said meeting. Or in the
alternative, the Board may propose an amendment to the
By-Laws at any time and the vote thereon shall be taken
by mail ballot, according to arrangements approved by
the Board. A two-thirds vote of the Conference members
shall be required to amend the By-Laws when balloting
is by mail, provided that the number of return in total,
is equal to no less than 75 percent of the current Conference
members of record entitled to vote, and received within
thirty (30) days of the date mailed to the Conference
ARTICLE 10 - PARLIAMENTARY AUTHORITY
Sec (a) The rules
contained in the current edition Robert's Rules of Order,
Newly Revised, shall govern the Conference in all cases
to which they are applicable in which they are not inconsistent
with these By-laws or any special rules of order the Conference