ARTICLE I: Offices
The GULF INTRACOASTAL CANAL ASSOCIATION (the "Association")
is organized as a non-profit corporation pursuant to the provisions
of the Texas Non-Profit Corporation Act (the "Act") and
its initial registered office is 2010 Butler Drive, Friendswood, Texas 77546. The Association
may have such other offices, either within or without of the State
of Texas, as the Board of Directors may determine or as the affairs
of the Association may require from time to time.
The Association shall have and continuously maintain in the State
of Texas a registered office and a registered agent whose office
is identical with such registered office, as required by the Act.
The registered office may be, but need not be, identical with the
principal office of the Association in the State of Texas, and the
address of the registered office may be changed from time to time
by the Board of Directors.
ARTICLE II: Purposes
The purpose of the Association shall be to promote and stimulate
the economic development of the Gulf Coast by fostering the construction,
improvement and maintenance of water transportation facilities,
thus generating new industrial growth and the creation of employment
opportunities, and to further recreation through the promotion and
development of water transportation facilities navigation in and
along the Gulf Coast.
The Association shall operate exclusively for non-profit purposes
within the meaning of Section 501(c)(6) of the Internal Revenue
Code of 1986, as amended (the "Code"), it being intended
that the Association shall have and continue to have the status
of a non-profit organization which is exempt from federal income
taxation under said Section 501(c)(6) of the Code. In the event
of the dissolution of the Association, all assets of the Association
remaining after payment of outstanding obligations shall be transferred
to an organization having similar objectives and which is exempt
from federal income taxation under said Section 501(c)(6) of the
Notwithstanding any other provision of these ByLaws, the Association
shall not carry on any activities not permitted to be carried on
by an association having such status. Other than payment of adequate
compensation to employees of the Association as may be authorized
by the Board of Directors and the reimbursement of reasonable expenses
incurred in the conduct of Association business, no part of the
net earnings of the Association shall inure to the benefit of any
member or individual.
ARTICLE III: Members
Membership of the Association shall consist of industries, business
firms, navigation districts, port authorities, political subdivisions,
water resource organizations, civic associations, institutions and
individuals interested in promoting the economic well-being of the
Gulf Coast area.
The Board of Directors may determine from time to time the amount
of the annual membership contributions which contributions may differ
as to each category of membership consistent with their size and
extent of interest.
Membership contributions shall be due and payable during the first
month of each calendar year, unless otherwise prescribed by the
Board of Directors. When any member shall be in default in the payment
of his contribution for a period of six (6) months from the date
the same becomes due, its membership may thereupon be terminated
by the Board of Directors. Any member in default in the payment
of his or its contribution shall forfeit the right to vote until
such time as such contributions are made current.
The members shall meet annually at such times and places, either
within or without the State of Texas, as determined by the Board
of Directors and at such meetings, by resolutions, prescribe the
policies of the Association. Twenty-five (25) members present at
any meeting shall constitute a quorum for the transaction of any
business to come before the meeting.
ARTICLE IV: Board of Directors
The affairs of the Association shall be managed by a Board of Directors
(the "Board of Directors" or "Board") which
shall be composed of the officers of the Association except as may
be otherwise specified in the Articles of Incorporation of the Association
or these ByLaws, and three (3) individuals, each representing a
different member of the Association. Directors, other than the directors
serving by reason of their election as officers of the Association,
shall be elected by the membership at the annual meeting held in
even numbered years and shall serve for a term of two (2) years
from the date of their election. Directors may be reelected to serve
more than one term in office and past presidents may be elected
as directors. The Executive Director and all past presidents of
the Association that have not been elected a director by the membership
shall be non-voting members of the Board. The President shall serve
as the Chairman and the President-Elect shall serve as Vice Chairman
of the Board.
The property and business of the Association shall be managed by
the Board of Directors which may exercise all powers of the Association
and do all lawful acts. The Board of Directors shall be empowered
to formulate and effectuate Association policies between annual
meetings of the membership, subject to the approval or modification
of such actions by the membership at their next annual meeting.
The Board may in its discretion by appropriate action appoint special
and standing committees to exercise such duties and responsibilities
as may be delegated to them by the Board of Directors.
The Board of Directors shall meet each year at the time and place
of the annual meeting of the membership, and at such other times
and places, either within or without the State of Texas, as the
Chairman or a majority of the Board of Directors may determine.
At all meetings of the Board of Directors the presence of six (6)
or more voting members of the Board shall be necessary and sufficient
to constitute a quorum for the transaction of business and the act
of six (6) or more voting members of the Board present at any meeting
at which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by these ByLaws.
If a quorum shall not be present at any meeting of the Board, the
members of the Board present thereat may recess the meeting from
time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
Attendance of a member of the Board of Directors at a meeting shall
constitute a waiver of notice of such meeting, except where a member
of the Board attends a meeting for the express purpose of objecting
to the transaction of any business on the grounds that the meeting
is not lawfully convened.
Any action which may be taken at a meeting of the Board of Directors
may be taken without a meeting if a consent in writing, setting
forth the action to be taken, shall be signed by all of the members
of the Board. A telex or transmission by a member, or a photographic,
photostatic, facsimile, or similar reproduction of a writing signed
by the member, shall be regarded as signed by the member for the
purposes of this section. Such consent shall have the same force
and effect as a unanimous vote of the members of the Board.
Members of the Board of Directors may participate in and hold a
meeting of the Board by means of conference telephone or similar
communications equipment by means of which not less than a quorum
participating in the meeting can hear each other, and such participation
shall constitute presence in person of the member at such meeting.
The members of the Board of Directors, as such, shall receive no
compensation for services rendered as members of the Board, but
may be reimbursed for all reasonable expenses incurred in performing
their duties as members of the Board.
ARTICLE V: Executive Committee
The Association shall have an Executive Committee consisting of
the President, President-Elect, Immediate Past President, Secretary,
and two members of the Board of Directors of the Association selected
by the President and approved by the Board of Directors. The Executive
Director shall be a non-voting member of the Committee. The President
shall be the chairman of the Executive Committee and shall preside
at all of its meetings. The Secretary of the Association shall act
as the secretary of the Committee.
The Executive Committee shall exercise those powers necessary to
promote the objectives of the Association and shall perform such
other duties and assume such other responsibilities as are delegated
to it by the Board of Directors at such times as the Board of Directors
is not in session. The President, Secretary or Executive Director
shall report to the Board of Directors at every regular or special
meeting of the Board all action taken by the Executive Committee
since the last preceding Board of Directors meeting.
The Executive Committee shall meet at any time or place that a quorum
of its members are present. Conference telephone meetings may also
be held if a quorum of committee members are available for the conference.
All other meetings of the Executive Committee shall be held pursuant
to call of the President or at the written request of at least three
(3) members of the Committee after five (5) days' notice.
Four (4) members shall constitute a quorum at any meeting of the
Executive Committee and the act of a majority of the Committee members
present at such meeting shall be the act of the Committee.
ARTICLE VI: Resolutions Committee
There shall be a Resolutions Committee consisting of one (1) member
of the Board of Directors appointed by the President and one (1)
member selected from each of the Caucus Groups hereafter provided
for. At least thirty days prior to each annual meeting the President
shall designate one member who has previously served on the Resolutions
Committee to serve as its chairman. If any Caucus Group fails to
select a member to the committee, the President may appoint a member
from such Caucus Group or from the general membership of the Association
to serve on the committee.
The Resolutions Committee shall review and compile in accordance
with its discretion all resolutions submitted to it by the Board
of Directors, any state represented by the membership, Caucus Group,
Association committee or by other members. It may originate resolutions
on its own initiative. Resolutions may set forth either current
or standing policy of the Association. The committee's report of
resolutions recommended by it for adoption by the Association shall
be submitted to the Board of Directors for its approval prior to
being submitted to the membership of the Association at its annual
meeting. The affirmative vote of a majority of the members present
at an annual meeting of the Association shall be required for the
adoption of resolutions submitted to it by the Resolutions Committee.
ARTICLE VII: Caucus Groups
Caucus Groups consisting of members of the Association sharing common
interests in the Association and its purposes may be established
from time to time by the Board of Directors and shall be subject
to annual approval by the Board. Membership in a Caucus Group shall
be limited to members of the Association and any member may belong
to one or more Caucus Groups. The members of each respective Caucus
Group shall meet in conjunction with an annual meeting of the membership
of the association.
At each annual meeting of a Caucus Group its members present shall
elect a chairman and a secretary each to serve for the duration
of the meeting and any adjournment thereof. The chairman shall preside
at the meeting and the secretary shall record any formal action
taken by the members, including the election of the chairman and
the secretary, the election of one of its members to serve on the
Resolutions Committee, and any resolutions adopted for submission
to the Resolutions Committee.
No prescribed number of members of a Caucus Group shall be required
to constitute a quorum at any meeting of the Caucus Group and the
act of a majority of the members present at such meeting shall be
the act of the Caucus Group.
ARTICLE VIII: Notices
Whenever under the provisions of the Act or these ByLaws, notice
is required to be given to any member of the Board of Directors
or member of the Executive Committee, it shall not be construed
to mean personal notice, but such notice may be given in writing,
by mail, addressed to such Committee or Board member at such address
as appears on the books of the Association, and such notice shall
be deemed to be given at the time when the same shall be thus mailed.
Whenever any notice is required to be given under the provisions
of the Act or of these ByLaws, a waiver thereof in writing signed
by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE IX: Officers
The officers of the Association shall be the President, President-Elect,
one Vice President from each of the States of Florida, Alabama,
Mississippi, Louisiana and Texas, Secretary, Treasurer, Chairman
of the Board of Directors, Vice-Chairman of the Board of Directors,
Immediate Past President and Executive Director.
The officers, subject to the provisions of Section 9.06 and except
for the Immediate Past President and the Executive Director, shall
be elected by the membership at the annual meeting of the membership
in even numbered years and shall serve in their respective offices
to which they are elected until the next annual meeting for a term
of two (2) years, or until their respective successors are elected
and have qualified for office. Officers may be reelected to serve
more than one term in office, except that the President shall serve
not more than two consecutive terms in that office.
If the office of any officer becomes vacant for any reason, the
vacancy shall be filled by the Board of Directors with the person
so appointed to such office to serve until the next annual meeting
of the members.
The President shall be the principal officer of the Association,
responsible for the administration of its affairs, including the
appointment of standing and special committees, and shall see that
all orders, policies, and resolutions of the Board of Directors
are carried into effect. The President shall direct the employment
of the Executive Director and other staff personnel as they are
required. Actions of the President are subject to approval by the
Board of Directors. The President, as the Chairman of the Board
of Directors, shall preside at all meetings of the Board of Directors.
The President shall execute contracts and other documents on behalf
of the Association except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other
officer or agent of the Association.
The President-Elect shall succeed to the office of President of
the Association upon the expiration in the term of the President,
or upon the death or permanent incapacity of the President. As President-Elect,
he shall perform the duties of the President in the absence of the
President, and when so acting he shall have all the powers of the
President. He shall also have such powers and perform such other
duties as from time to time may be assigned to him by the President
or the Board of Directors. The President-Elect, as the Vice Chairman
of the Board of Directors, shall preside at all meetings of the
Board of Directors in the absence of the President.
The Vice Presidents shall perform such duties as the Board of Directors
shall prescribe and shall represent their respective states in the
activities of the Association.
The Executive Director shall assist the President in the administration
of the Association's affairs. His duties and responsibilities shall
be prescribed by the Board of Directors and directed by the President.
The Executive Director shall not be required to be a member of the
The Secretary shall record action taken during meetings of the members,
Board of Directors and Board of Directors. He shall give, or cause
to be given, notice of all regular and special meetings of the members
of the Association, the Board of Directors and the Board Executive
Committee, and shall perform such other duties as may be prescribed
by the Board of Directors and directed by the President. When authorized
by the Board of Directors, he shall affix the seal of the Association
and attest to the signature of the officer executing any contract
or other document requiring the attestation of the Secretary.
The Treasurer shall be responsible for the financial accountability
of the Association as directed by the Board of Directors or the
ARTICLE X: Indemnity of Directors and Officers
Each current or former member of the Board of Directors and each
current or former officer of the Association shall be fully indemnified
for expenses and costs (including attorney's fees) actually and
necessarily incurred by him in connection with any claim asserted
against him by action in Court or otherwise by reason of his being
or having been a member of the Board of Directors or officer of
the Association, except in relation to matters as to which he shall
have been guilty of negligence or misconduct in respect of the matter
in which indemnity is sought.
ARTICLE XI: Amendments
These ByLaws may be altered, changed, or amended by the affirmative
vote of a majority of the members of the Association at any meeting
of the members of the Association at which a quorum is present,
provided such alterations, changes or amendments have been approved
by the Board of Directors and notice of the proposed alteration,
change, or amendment is contained in the notice of such meeting.
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