ARTICLES OF INCORPORATION AND CONSTITUTION


 

ARTICLE I - NAME

The name of this organization shall be "ALASKA ASSOCIATION OF HARBORMASTERS AND PORT ADMINISTRATORS." It shall be incorporated under the laws of the State of Alaska as a 501(c)(6) tax exempt, not for profit organizationand hereinafter referred to as the "Association." (amended 10/24/12)

ARTICLE II - OBJECTIVES

Sec. (a) To exchange information relative to construction, maintenance, operation, regulation, enforcement, administration and management pertaining to boats, marinas, ports and harbors.
Sec. (b) To formulate policies and plans to standardize and establish uniformity in operation and management of port, harbor and marina facilities and to recommend to these facilities represented in the "Association" the adoption thereof.
Sec. (c) To promote and encourage development of ports, harbors, and marinas along sound and economic lines and to assist wherever and whenever possible any group or individual, whether private or governmental, in the development of new ports, harbors, and/or marinas.
Sec. (d) To keep all members of the "Association" informed, by periodical bulletins or newsletters, of new developments or improvements in facilities of member ports, harbors, and marinas and any other items of interest to members.
Sec. (e) To keep in mind at all times that our basic purpose is to serve marine oriented interests, both pleasure and commercial and to keep each other informed through the Secretary of the "Association" of all information pertinent to this end.

ARTICLE III - PERIOD OF DURATION

The period of this corporation shall be perpetual.

ARTICLE IV - MEMBERSHIP

There shall be four classes of membership to wit:
Sec. (a) CORPORATE MEMBERS consisting Harbormasters and Port Administrators managing and operating State, Borough, or Municipal or private ports, harbors, or marinas on coastal or inland waters of Alaska. * BUSINESS TYPE: Public Ports. (Amended 10/24/12)
*Corporate membership shall be limited to one duly authorized member for any port or harbor represented. Upon termination of his/her position, he shall forfeit membership in these categories and be invited to join as an associate member.
Sec. (b) ASSOCIATE MEMBERSHIP consisting of former Corporate or harbor staff members, individuals, associations, institutions of higher education, state and federal agencies having an interest in the objectives of the "Association" and not qualified to hold membership in another classification. Membership is limited to those individuals who can expect to contribute substantially to the objectives of the "Association" through education, participation and updates. BUSINESS TYPE: Non-profits
Sec. (c) SUSTAINING MEMBERS consisting of individuals, corporations, firms, vendors or others desiring to provide financial assistance to Alaska Association of Harbormasters and Port Administrators and its objectives. BUSINESS TYPE: Commercial
Sec. (d) LIFE MEMBERS consisting of former Corporate Members and Affiliate Members who, because of their past contributions and long membership in the "Association", have earned the privilege of life membership. BUSINESS TYPE: Public Ports, Harbors, and Private Marinas
Sec. (e) HONORARY MEMBERS consists of government officials and outstanding citizens whose involvement with the "Association" has had significant measurable results. Honorary members shall be recognized with a plaque or certificate and complimentary membership not to exceed two years. BUSINESS TYPE: Individual
Sec. (f) APPROVAL OF MEMBERSHIP. The right for approval of application for membership is hereby reserved to the Board of Directors.
Sec. (g) RIGHT TO HOLD OFFICE. The right to hold office is reserved for corporate members or their designees. (amended 10/9/08).
Sec. (h) All membership dues shall be payable annually. Any corporate, affiliate, or associate member delinquent for a period of three months shall be suspended from membership.
Sec. (i) MEMBERSHIP TRANSFERS. Corporate or affiliate memberships in the "Association" shall be in the name of the private or public body or lesser paying the membership fee where applicable, and the designation of the qualified individual representing them shall be discretionary. Whenever the private or public body or lesser employing such corporate or affiliate member shall pay the membership dues, and thereafter and during the period for which the dues have been paid, such corporate or affiliate member retires from his official position, the membership shall be transferred to his successor. Such retiring official may the be considered an associate member and may continue to hold any office in the annual election, provided that within sixty days of his retirement from public office he shall remit the due required from associate members. If a corporate or affiliate member pays the membership fee from his personal funds and subsequently retires from active harbor administration, the he shall automatically become an associate member and may hold any office which he had theretofore been elected or appointed until the next annual meeting.

ARTICLE V - OFFICERS/BOARD OF DIRECTORS

Sec. (a) The officers of the “Association” shall be President, Vice-President, immediate Past President and a Treasurer.  The President, Vice-President, with the immediate past President and three directors, shall constitute the Board of Directors, all of whom shall be elected biennially during the regular conference of the “Association” by a majority vote of the members having the right to vote, and the members having the right to vote, and the directors so elected shall hold office until the next biennial conference of the member or until their successors are duly elected and qualified.  (Amended 10/23/2013)
Sec. (b) The offices of Secretary and Treasurer may be held by the same person. It shall also be permissible to reelect for succeeding terms the Secretary and Treasurer in the event he is the same person, or if he is Secretary only. The Treasurer, whether as Treasurer or Secretary/Treasurer, shall furnish a bond in such amount and with such sureties as the "Association" requires. The cost of such bond shall be paid by the "Association" and the bond shall be kept by the President.
Sec. (c) A parliamentarian shall be appointed each year by the incoming President. It shall be his duty to keep all meetings in order as set forth by Roberts Rules of Order. He may succeed himself if reappointed by an incoming President.
Sec. (d) There shall be seven members on the Board of Directors, including the President, Vice-President, Treasurer, and immediate Past President and three Directors. (Amended 10/23/2013)

ARTICLE VI - CONFERENCE

Sec. (a) A conference of the Alaska Association of Harbormasters and Port Administrators shall be held once each year at such time and place as declared by the incoming President. In case of an emergency, a majority of the Board of Directors may cancel or postpone an annual conference and in like manner may call a special meeting.

ARTICLE VII - AMENDMENTS

Sec. (a) This Constitution may be amended by a two-thirds (2/3) votes of the members present and entitled to vote.

ARTICLE VIII - REGISTERD OFFICE AND AGENT - August 16, 1999

The address of the initial registered office of the "Association" is: 403 Marine Way, Kodiak, AK 99615 The name of the initial registered agent is: Martin H. Owen

ARTICLE IX - INITIAL DIRECTORS AND INCORPORATORS

Sec. (a) The initial Board of Directors is 1) Martin H. Owen, 403 Marine Way, Kodiak, AK 99615 2) Ken Russo, PO Box 415, Skagway, AK 99840 3) Joab Cochrane, 155 South Seward St., Juneau, AK 99801

BY-LAWS

ARTICLE I - BOARD OF DIRECTORS

Sec. (a) The business and affairs of the Association shall be managed by a Board of Directors, as provided for in Article V of the Constitution and shall be elected by the members having the right to vote. The Directors shall hold office for the term elected or until their successors are duly elected and qualified as provided for in Section (f) of this Article.
Sec. (b) The Board of Directors shall hold at least two meetings during the Association year, one of which may be held by correspondence and the other held prior to or during the first day of each annual conference.
Sec. (c) Three members including at least one officer, present at a meeting of the Board of Directors, two of whom must be corporate members, shall constitute a quorum.
Sec. (d) The Board of Directors shall have power to appoint such regular and special committees as they deem advisable and necessary for the carrying out of the objectives and work of the Association and to prescribe the duties and powers of such committee.
Sec. (e) The Board of Directors shall use the Association Secretary as an Executive Secretary until such time as the duties of such office shall warrant the appointing of one, at which time the Board shall have the power, finances permitting, to engage an Executive Secretary and to fix his annual remuneration, if any, and define the duties which he shall perform.
Sec. (f) In the event of the resignation of a Director or withdrawal for any reason, the Board will continue to function until the next general meeting of the Conference at which time a successor will be elected to serve the unexpired term of the retiring member as provided for in the Constitution. In the event a member of the Board of Directors is elected or re-elected to the office of the President, Vice-President, Secretary, or Treasurer, he shall resign his position on the Board and assume his duties of the elected office as provided for in the Constitution.

ARTICLE II - NOMINATIONS

Sec. (a) Officers will be elected for the following two years by secret ballot at every other annual conference.

ARTICLE III - DUTIES OF OFFICERS

Sec. (a) The President shall be the Chief Executive Officer of the Association and shall have general supervision of all the other Officers and Committees and affairs of the Association.
Sec. (b) The duties of the President, Vice-President, Secretary, Treasurer, and Special Committees shall be the duties usually pertaining to such office or committee and such duties as may be assigned to them by the members by resolution adopted at an Annual or Special Conference or by the Board of Directors.

ARTICLE IV - FINANCE

Sec. (a) The fiscal year of the Association shall be on the first day of the month following the Annual Conference, and end of the last day of the month during which the next annual Conference is held.
Sec. (b) For purpose of providing revenue on an equitable and fair basis, the following classifications are set forth:
Class "A" CORPORATE MEMBERS as defined in Sec. (a) Article IV of the Constitution. DUES = $150
Class "C" ASSOCIATE MEMBERS as defined in Sec. (c) Article IV of the Constitution. DUES = $35
Class "D" SUSTAINING MEMBERS as defined in Sec. (d) Article IV of the Constitution. DUES = $225 for three listings or less. $35.00 per person for additional listings in the annual directory/website and shall receive updates for the annual directory. (amended 10/25/07) (amended 10/21/09)
Class "E" LIFE MEMBERS as defined in Sec. (e) Article IV of the Constitution. DUES = $0
Class "E" HONORARY MEMBERS as defined in Sec. (f) Article IV of the Constitution. DUES = $0
Sec. (c) Membership dues to the Association shall be paid annually before or at the time of the Annual Conference.
Sec. (d) The Board of Directors shall have the power to classify the various members for the purpose of Sections (c), and (d) of this Article.
Sec. (e) The Board of Directors shall designate the depositories of all funds of the Association and all disbursements shall be made upon accounts being duly approved in a manner from time to time prescribed by the Board.
Sec. (f) All checks, drafts, orders for payment of money or promissory notes shall be signed or endorsed by such person or persons as the Board of Directors shall, from time to time, appoint, but in no event shall any funds of the Association be disbursed except upon the signature of two of its Executive Officers. In the event the Board sees fit not to appoint such person or persons, the power of signing and/or endorsing as set forth in this Section shall fall upon the President and Secretary of the Association.
Sec. (g) The Board of Directors shall provide for the audit of the books of the Association by certified public accountant annually or at intervals which they deem advisable. All officers shall submit their books and vouchers for audit whenever required by the Board of Directors.

ARTICLE V - CONFERENCE

Sec. (a) The Annual Conference of the Association shall be held at such time and place as provided for in Article VI of the Constitution. In determining the time and place of a social meeting or conference, the Board of Directors may be guided and advised by invitation and the majority vote of the members present and voting. It shall be permissible to canvass such vote by correspondence.
Sec. (b) The Official Program of the Conference as approved by the Board of Directors shall be the order of the day for all sessions. Changes in the program may be made from time to time by a majority vote of the qualified delegates present and voting.
Sec. (c) All resolutions shall be referred to the Board of Directors for its consideration and recommendation to the Conference. Debate on resolutions shall not be in order until they have been reported upon by the Board of Directors.
Sec. (d) Five members of the Association, at least three of whom must be corporate members, shall constitute a quorum for transaction of business at any conference or special meeting of members of the Association.
Sec. (e) Voting. (1) Members of the Association shall have voting privileges according to the following schedule, providing, however, that each official delegate shall have voting powers as set forth and no voting proxy will be permitted. CORPORATE MEMBERS - two (2) votes each ASSOCIATE MEMBERS - none SUSTAINING MEMBERS - none (2) To change voting power of members or delegates as set forth in this Section, a three-fourths vote of the voting delegates or members in conference will be required. It will futher be required that all members of the Association be notified at least thirty (30) days in advance of any such intended resolution. (3) Every organization which is a member or has within its group a member of this Association shall furnish to his official delegate a certificate duly authenticated, authorizing him to act in such capacity, but in the event of oversight or failure, or in the absence of such certificate, then the Board of Directors shall have the right to determine the seating of the delegate so affected. In the case of individuals, identification of himself as representing some such qualifying activity as set forth in Article III of the Constitution will be required. In the event an individual member cannot attend and wishes to be represented, he may send an instructed delegate who will be seated, provided he is identified by such member as his representative and passed upon by the Board of Directors. (4) Associate Members shall not have the right to vote or hold office but may be given the floor in conference at the discretion of the President or whoever is presiding. (5) All delegates or members of very nature and classification may be disqualified under this section by reason of non-payment of dues to the Association.
Sec. (f) A special conference of the Association may be called by the President upon a request of the majority of the corporate members by their vote as set forth in the foregoing section, or upon request of three members of the Board of Directors.
Sec. (g) Thirty days notice in writing from the Secretary shall be required in connection with the calling of any special meeting or conference.
Sec. (h) The President of the Association shall preside at all regular or special meetings of the Association, or in his absence, the Vice-President will preside.
Sec. (i) The Secretary shall cause to have minutes of all meetings and it shall be his responsibility that they be preserved.

ARTICLE VI - REGULATIONS

Sec. (a) For the good government of the Association, the Board of Directors shall have the power to make such regulations as may be deemed necessary or advisable in addition to and not inconsistent with the By-Laws.

ARTICLE VII - AMENDMENTS

The Constitution and By-Laws of the Constitution may be amended in the following manner:
Sec. (a) By a two-thirds votes of the qualified members present and voting at any annual or special conference, providing notice of such proposed amendments has been given through the Secretary at least thirty days prior to the conference.
Sec. (b) By unanimous vote of all qualified members present and voting at any annual or special conference, and without such notice.
Sec. (c) The Board of Directors my propose an amendment to the Constitution and/or By-Laws at any time and the vote thereof may be taken by letter ballot. Such ballot shall be taken according to regulations fixed by the Board of Directors and a two-thirds votes of the voting members of the Association shall decide the question.

ARTICLE VIII - COMMITTEES

Sec. (a) Committees as needed, such as Membership Committee, Conference Committee, Committee on Credentials, Committee on Resolutions, Entertainment Committee or any committee not provided for in these By-Laws or the Constitution may be appointed by the Board of Directors as they see fit or as the need arises, in any number and for any length of term as seems desirable and effective.
Sec. (b) Special Committees may be appointed from the floor of any conference by the President or Vice-President as the case may be.

ARTICLE IX - RULES OF ORDER

Sec. (a) "ROBERTS RULES OF ORDER" shall be the parliamentary authority for all maters of procedure not specifically covered in these By-Laws.

AAHPA Vendor/Sponsor Policy

A vendor is defined as a company or individual that pays a fee to set up a display at a conference to advertise services or products. Vendors at AAHPA conferences must join as sustaining members prior to participating as a vendor.

A sponsor is defined as a company or individual that wishes to host an event, meal, break or other approved function at an AAHPA conference. Conference sponsors are encouraged, but not required, to be sustaining members.

Approved by AAHPA Board of Directors October 24, 2006