GULF INTRACOASTAL CANAL ASSOCIATION BY LAWS
as amended August 12, 2016
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 Association shall adhere to its Mission and Vision Statements:
The mission of the Gulf Intracoastal Canal Association is to facilitate commerce through ensuring safe, reliable, and efficient Gulf Coast waterways.
It’s Vision: GICA – The Voice of the GIWW and its users.
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 Code.
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 Chairmen may be elected as directors. The President and all past Chairmen of the Association that have not been elected a director by the membership shall be non-voting members of the Board. The Chairman-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 Chairman, Chairman-Elect, Immediate Past Chairman, Secretary, and two members of the Board of Directors of the Association selected by the Chairman and approved by the Board of Directors. The President shall be a non-voting member of the Committee. The Chairman 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 Chairman, Secretary, or President 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 Chairman 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 Chairman and one (1) member selected from each of the Caucus Groups hereafter provided for. At least thirty days prior to each annual meeting, the Chairman 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 Chairman 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 Chairman, Chairman-Elect, one Director 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 Chairman, and President.
The officers, subject to the provisions of Section 9.06 and except for the Immediate Past Chairman and the President, 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 Chairman 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 Chairman 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 Chairman shall direct the employment of the President and other staff personnel as they are required. Actions of the Chairman are subject to approval by the Board of Directors. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors.
The Chairman 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 Chairman-Elect shall succeed to the office of Chairman of the Association upon the expiration in the term of the Chairman, or upon the death or permanent incapacity of the Chairman. As Chairman-Elect, he shall perform the duties of the Chairman in the absence of the Chairman, and when so acting he shall have all the powers of the Chairman. He shall also have such powers and perform such other duties as from time to time may be assigned to him by the Chairman or the Board of Directors. The Chairman-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 Chairman.
The Vice Chairmen shall perform such duties as the Board of Directors shall prescribe and shall represent their respective states in the activities of the Association.
The President shall assist the Chairman in the administration of the Association’s affairs. His duties and responsibilities shall be prescribed by the Board of Directors and directed by the Chairman. The President shall not be required to be a member of the Association.
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 Chairman. 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 Chairman.
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 By Laws 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.