Effective February 17, 2012
PROPELLER CLUB OF NORTHERN CALIFORNIA BYLAWS
ARTICLE I – NAME AND DESIGNATIONS
The name of this organization shall be the “Propeller Club of Northern California,” or referred to in these Bylaws as “the Port,” “the Club,” or the “PCNC.”
ARTICLE II – OBJECTIVES
The objectives of the Propeller Club of Northern California are as follows:
- To promote and support the U.S. merchant marine, including shipyards and other allied industries, to meet the requirements of national security and economic welfare;
- To promote waterborne commerce and the marine industry in all its segments;
- To promote worthy and economically justifiable lake, gulf, bay, river, inland waterways, coastal, harbor and Great Lakes improvements;
- To encourage the development of trade between countries;
- To collaborate with other organizations whose members are dedicated to the promotion of the maritime shipping industry and allied industries;
- To maintain a continuing program of public relations, education, and goodwill among exporters and importers, the maritime industry and the public generally;
- To promote a spirit of friendship and common purpose among persons engaged or having an interest in the merchant marine or allied industries, and to facilitate networking;
- To function overall as a maritime business league.
After submitting a suitable membership application, anyone who subscribes to the objectives of the Club and pays dues is a member.
ARTICLE IV – EXECUTIVE BOARD OF DIRECTORS AKA BOARD OF GOVERNORS
The President is the Chief Executive Officer of the Club, and also Chairman of the Board.
Members of the Board shall be selected by the President with the advice and consent of the Board itself. The Chairman is a voting member of the Board. Active past presidents are also voting members of the Board if they choose to serve.
Proceeding from successful experience in this Club , there are no formal limits on Board size nor length of service. There are, however, natural limits at work on both, for example: transfers, additional duties elsewhere, travel requirements, personal issues, and so on.
An effective approach to recruiting new Board members is to invite outstanding individuals in the maritime community to simultaneously join the Club and the Board. Most, perhaps all, current Board members have been brought in this way. Such appointees are pro tem, but become fully active upon selection and may vote. At the next general-membership meeting the President will ask for endorsement(s) by voice vote or a show of hands. This procedure will be explained to appointees in advance.
Board memberships divide into two categories:
- Regulars – Those who maintain a solid record of attendance and participation at Board meetings.
- Irregulars – Those who are well placed in the maritime community, but whose attendance at meetings has become sporadic owing to other maritime commitments. They must have served as regular members long enough to become well acquainted with Club activities and procedures.
Irregulars are expected to take the initiative to benefit the Club in various ways, such as financial support when feasible, useful advice, providing maritime connections, and membership recruiting. They will receive all Club emails and should periodically consult with the President about their activities on behalf of the Club. When physically present at Board meetings they are entitled to participate and vote.
Under the arrangements shown above there are two underlying matters that require attention:
- An “executive committee” or a “steering committee” is impermissible;
- Prospective Board members who are government employees must check with appropriate authorities to steer clear of conflict-of-interest issues. This is the prospective board member’s personal responsibility. The Club is an IRS 501(c)(6) organization.
ARTICLE V – OFFICERS AND TERMS OF SERVICE
The President shall serve for four years, or longer if circumstances require and the Board approves (refer to Petition Voting, ARTICLE X). The offices of Vice Presidents have been left open. If and when required, one or more Vice Presidents shall be selected by the President with the advice and consent of the Board. Typically, Vice Presidents would serve for two years. The Secretary and Treasurer are also officers of the Club, and these positions may be separate or combined.
ARTICLE VI – COMMITTEES
The President, with the advice and consent of the Board, may organize various committees and select their chairs. As a practical matter, the extent of staffing these committees depends on ability and availability.
Examples of committees which should have at least three members each are:
- Program Committee (usually chaired by the President)
- Membership Committee
- Budget Committee
- Legislative Committee
- Public Relations Committee
Ad hoc committees may be organized by the President for special purposes and short terms.
ARTICLE VII – BOARD AND GENERAL MEMBERSHIP MEETINGS
Board meetings will be scheduled after General Membership meetings, usually four times a year. Additional Board meetings will be called by the Board Chairman according to need.
ARTICLE VIII – FINANCIAL CONTROL
The Treasurer shall manage checking account deposits and withdrawals, and sometimes a savings account for special reasons such as the accumulation of scholarship funds. The Treasurer shall report on financial conditions at every Board meeting, and annually to the general membership. The fiscal year extends from January 1 through December 31. Financial audits shall be carried out at least once a year by two auditors working together. Auditors shall be selected by the President with the advice and consent of the Board.
ARTICLE IX – AWARDS
- Internal: The President, with the advice and consent of the Board, may select members for the Outstanding Service Award. Such recognition is for contributions to the Club during a single year, or for sustained performance over multiple years. These awards typically will be engraved plaques.
- External: The President with the advise and consent of the Board may nominate nonmembers for the Distinguished Service Award, from among those who have made exceptionally distinguished contributions to the maritime industry or allied industries This award must be approved by the general membership.
ARTICLE X – VOTING BY THE GENERAL MEMBERSHIP
Notice of voting at a General Membership Meeting shall be given at least 10 days in advance. A quorum for general membership voting will be 30 members , present and accounted for, regardless of total membership size. Ballots will be distributed to all members at least 10 days prior to voting. Members who are not present may vote by email, fax, or regular mail, if those ballots are received before a deadline. Such votes will be sent directly to the President who will count the votes together with one or more Board members . The election of a candidate or passing of a motion requires the approval of at least 51 percent of those voting.
Petition Voting: Any five members of the Club, acting together, may request a vote by all members on any substantive issue.
ARTICLE XI – AMENDMENTS TO THE BYLAWS
Major changes to this document will follow the balloting procedures previously outlined in Article X. The Board, however, will pre-screen such proposals and make recommendations to the general membership prior to a vote.