East Coast Shellfish Growers Association
By-Laws
Adopted: January 2005
Article I. Name
The name of the association shall be the East Coast Shellfish Growers
Association. (Referred to herein as the “association” or the “ESCGA”.)
Article
II. Purpose
The mission of the association is to promote responsible commercial
shellfish aquaculture through market research and promotion, active
involvement in public education, participation in policy formation at
the state and national levels and directed research.
Article
III. Office
The registered office of the association will be 1623 Whitesville Rd.,
Toms River, New Jersey 08755. The association uses offices in other
locations as necessary to conduct the business of the association.
Article
IV. Membership
Section 1. Membership Categories / membership rights and privileges
The organization shall have members whose qualifications are as follows;
active shellfish growers, businesses associated with the cultivation and
sale of bivalve shellfish and those parties interested in the business
of bivalve shellfish cultivation.
The classes of membership and the associated rights and limitations of
the different classes shall be as specified below:
Voting Memberships
Grower members are those who obtain part of their income from
culturing shellfish.
Dealer members would be those who obtain part of their income
from buying and selling cultivated shellfish.
Those who both grow and deal in shellfish should base their membership
category on the relative contribution of their two vocations to their
income.
Association Membership
or "Chapter Members"
Each shellfish-growing member of the Chapter Association is a "Chapter
Member" of the ECSGA. Each Chapter Association would get one "chapter
delegate" vote.
Chapter Members will be encouraged to become full members to get full
voting privileges.
Voting Member
Privileges
All voting
members will receive access to the “members only” area of the website
and will receive all newsletters, action alerts, and mailings. They will
receive free advertising space in newsletters and on our website as
determined by the Board of Directors. Voting members will receive
electronic mailings of newsletters, action alerts, and other mailings
unless they notify the secretary of the association of the desire to
receive these items by regular mail.
Non-voting membership categories
Associate members would be those who participate in restoration,
education, extension, research or regulation of shellfish, or those who
are simply interested in our activities.
Industrial Associate Partners – Those who deal in equipment to the
shellfish culturing industry are eligible to become industrial associate
partners. This membership category allows members to have a specified
amount of advertising space in our newsletters and on our website.
Supporter - a member who makes a tax-deductible contribution.
Non-voting member privileges
All
non-voting membership categories will receive access to the "members
only" area of the website and will receive all newsletters, action
alerts, and mailings. Non-voting members will receive electronic
mailings of newsletters, action alerts, and other mailings unless they
notify the secretary of the association, or his/her designee, of the
desire to receive these items by regular mail.
Section 2. Dues
The dues paid to the
association for membership will vary according to class of membership
and shall be determined by the Board of Directors. Dues shall be paid
annually and are due on January 1st of each year. For new
members, dues received after August 31st will also be
accredited to the following year.
Grower member: Their
dues shall be based on gross sales of aquacultured product. The fee
schedule shall be posted on all membership application forms.
Association membership or
“Chapter member”: Any state growers association could become a
Chapter of the ECSGA.
Section
2A. Dues payment schedule
Membership renewals are due on January 1st of each year.
Members will lose their voting rights and other benefits if dues are
unpaid by July 1st of each year. For new members, dues
received after August 31st will also be accredited to the
following year.
Article
V. Meetings
Section
1. Annual Meetings
The membership shall meet annually at a location and time convenient to
members. The location shall alternate from year to year between the
northern, mid- and southern Atlantic states.
Section
2. Special Meetings
Special
meetings of the membership may be called upon a two-thirds vote of the
Board of Directors. Business shall be conducted by members present at
special meetings, providing notice of meeting has been given as provided
in Article V. Section 3. The presiding officer shall be determined as
specified in Article V, Section 6.
Section
3. Notice
Notice of annual meeting will be sent to the address kept on file by the
Secretary to all voting members by first class mail and electronic mail
no more than 45 days and no less than 14 days prior to the meeting date.
Section
4. Voting
Each member in good standing shall be entitled to vote. One vote is cast
for each voting membership. Voting members (growers, dealers, and
chapter delegates) will elect from the entire ECSGA membership, a
President and Vice President, Secretary and Treasurer of the association
to serve on the Board of Directors. The voting membership will also vote
on any changes to the by-laws and on policy issues presented to them by
the Board of Directors. Changes to bylaws will be passed upon majority
vote of those members present.
Section
5. Quorum
Business shall be conducted by members present at annual meetings
providing notice of meeting has been given as provided in Section3. The
outcome of all issues voted upon will be decided by a majority vote of
those voting members in good standing who are present at the annual
meeting.
Section
6. Presiding officer
The President of the association shall preside over all annual and
special meetings. In the absence of the President, the presiding officer
shall be as follows; the Vice-President, Secretary, Treasurer.
Section
7. Election of Directors
The Board of Directors is comprised of one delegate from each state, a
shellfish dealer selected by dealer members, an industrial associate
partner, two ex-officio members and the elected officers. The state
delegates will be selected by the voting ECSGA membership of the
delegate’s state, provided that the state has three (3) grower members
in good standing. The dealer delegates are selected by the voting ECSGA
dealer members. The ex-officio members (members from academia, extension
and other shellfish aquaculture areas of interest) will be selected by
the sitting Board of Directors. The voting membership may nominate other
individuals for ex-officio BOD members at the annual meeting. If no
other non-voting members are nominated, those selected by the sitting
BOD will be ex-officio BOD members. If candidates are nominated by the
membership at the annual meeting, then balloted voting will take place.
Industrial associate partners will select their representative to the
BOD. The names of all new state, dealer delegates and industrial
associate partners shall be submitted to the current Board of Directors
no later than 45 days before the annual meeting.
The names of the newly
selected Board of Director ex-officio candidates, the state, dealer, and
industrial associate partners delegates will be distributed to the
membership prior to the annual meeting as set out in Article V, Section
2. State, dealer and industrial associate partner delegates will be
confirmed at the annual meeting.
Section
8. Instating the Board of Directors
At the annual meeting of members a board of directors shall be instated.
The voting membership shall confirm the slate of directors selected by
the states, dealer and industrial associate partner delegates. The
membership will vote in the two ex-officio members selected by the Board
of Directors. These positions may also be nominated by the membership at
the annual meeting as described in Article V, Section 7. If necessary
balloted voting shall take place as described in Article V, Section 10.
Section
9. Nomination of Officers
The sitting Board of Directors shall nominate candidates for the offices
of President, Vice President, Secretary and Treasurer every two years.
These officers may be selected from the entire ECSGA membership. Once
elected these officers shall also serve on the Board of Directors. The
choices for officers shall be presented to the membership at the annual
meeting. Members may nominate other candidates for these offices at the
annual meeting. If no other individuals are nominated, members will vote
to instate the slate of officers. Offices, for which more than one
individual has been nominated, will be determined by balloted voting
process at the annual meeting.
Section
10. Balloted Voting
When a position on the Board of Directors must be decided by balloted
voting, the sitting Board of Directors will adopt the following
process. Ballots for each position will be collected and counted by the
Secretary. The Treasurer shall confirm the Secretary’s count. The
President shall announce the name of the elected officer or Board of
Directors member.
Article
VI. Board of Directors
Section 1. Appointment
of Directors
Each state with at least 3 voting
members in good standing will appoint one delegate to the Board of
Directors. The dealer members will appoint a dealer delegate to the BOD.
Two-ex-officio directors will be chosen by the sitting Board of
Directors. The Ex-officio members of the Board of Directors may be
non-voting members from extension, academia or other shellfish
aquaculture related areas of interest. Industrial associate partners
will select a delegate to represent them on the BOD.
Section 2. Qualifications
Any member of the Board of Directors must be a member in good standing of the
ECSGA.
Section 3. Duties of Board of Directors
The BOD will hire
and fire the Executive Director and administrative staff, set the salary
of the Executive Director and administrative staff and approve the
budget and expenditures of the association as proposed by the Executive
Director.
Members of the ECSGA may bring policy issues before the BOD at any time.
Policy issues and position statements adopted by the ECSGA will be
approved by the BOD by consensus vote. Policy issues and position
statements brought before the Board of Directors will be communicated to
the wider membership in the normal electronic and written communication
of the Association. The state grower delegates, dealer delegates and
officers are voting members of the Board of Directors. The ex-officio
delegates and the industrial associate partners are non-voting members
of the BOD.
Section
4. Term
Each Director on the Board shall serve no more than three (3)
consecutive two (2) year terms.
Section
5. Meetings
The Board of Directors shall meet no less than 4 times per year or as
necessary. Meeting may take place electronically. Meetings shall take
occur at time and place or in manner fixed by the BOD.
Section 6. Quorum
Forty percent
(40%) of the Board members must be present to constitute a quorum. The
Board must have a quorum to conduct business.
Section
7. Vacancy
The vacancy of a Director shall be filled by a member in good standing
selected by the vacated director’s state or dealer members. In the event
of a vacancy of an officer, the BOD shall select a replacement who is an
ECSGA member in good standing to serve in the vacated office. The
replacement(s) to the Board of Directors will be instated at the next
annual meeting of members as described in Article V. Sections 7-10. When
there is less than 1 year left in the term of the vacated position, the
replacement selected by the Board of Directors will serve the remainder
of the term. The replacement will be eligible for election to that
office at the next annual meeting at which time the term limits as laid
out in Article VI. Section 4 will apply.
Section 8. Indemnification of Directors and Officers
The association hereby
indemnifies any officer or director of the association who has been
named or threatened to be named as a party to any action or proceeding
in which the officer or director served in any capacity at the request
of the association.
Section 9. Remuneration
The officers and directors of the
association shall serve without remuneration.
Article
VII. Officers
Section
1. Officers
The officers of the association shall be the President, Vice-President,
Secretary and Treasurer.
Section
2. Term
Officers shall serve for two year terms. The officers shall not serve
for more than three (3) consecutive two (2) year terms.
Section
3. Qualifications
All officers shall be members in good standing. Following the third
anniversary of the establishment of the association officers must have
been members of the association for two consecutive years or more.
Section 4. President
The President shall preside over
all meetings and function as the chief executive officer of the
association. The President shall be in charge of the general business of
the association as directed by the BOD. The President may commit the
association to contracts and agreements only as directed and approved by
the BOD.
Section 5. Vice-President
The Vice-President shall assume
all duties of the President in his or her absence and at the direction
of the Board of Directors.
Section 6. Secretary
The secretary shall be responsible for keeping the minutes of all
meetings of the BOD and the members. All notices to members shall be the
responsibility of the secretary as well as all communication as directed
by the BOD. The secretary may delegate particular communication
responsibilities to the Executive Director or to other officers.
Section 7. Treasurer
The treasurer shall be
responsible for the financial records of the association as directed by
the BOD. This shall include accurate accounting of all dues and other
income received by the association, expenses incurred by the
association. The treasurer shall oversee all reporting necessary for tax
purposes. A financial report shall be submitted by the treasurer to the
membership at the annual meeting and as directed by the BOD. The
treasurer shall be responsible for the oversight of all bank accounts
maintained by the association.
Article VIII. Fiscal Year
The fiscal year of the
association shall begin on the first day of January and end of the 31st of December for each year.
Article IX. Order of Business
The order of business at all
meetings shall be as follows and meetings shall proceed according to the
guidelines set out in Robert’s Rules of Order.
1) Call to order
2) Roll call
3) Reading and adoption of minutes
4) Secretary’s report
5) Treasurer’s report
6) Committee(s) report(s)
7) Old business
8) New Business
9) Election and appointments
10) Adjournment
Article X. Committees
The Board of Directors may
appoint committees as it may desire. Members of committees shall
serve at the pleasure of the Board. Committee membership shall consist
of at least one member of the Board of Directors.
Article
XI. Contributions
The association may receive contributions from outside interests that
promote its activities as described in the mission statement.
Article
XII. Dissolution
Upon dissolution of the association the assets of the association shall
be distributed among the state shellfish or aquaculture associations
according to the financial contribution of each member state.
Article
XIII. Amendments to By-Laws
Amendments
to the By-Laws may be made by the following procedure:
a) Proposed changes to the By-Laws shall be submitted to the
membership in a notice sent to members as described in Article V.
b) The change shall be considered approved upon a majority vote of
approval by members in attendance. Upon approval the bylaw change shall
be adopted by the association.
c) These changes may be made by members attending the annual meeting
or a special meeting of the association providing notice is given as
described in Article V.
|
