Marina Association of Texas Bylaws

Article I
Name

Section   1.      The name of the organization shall be the Marina Association of Texas, hereinafter designated MAT.

Section  2.       A Marina shall be defined as a place of operation on or near the water, comprising a full water-related recreational facility that provides moorings/dockage for yachts and small craft.

Article II
Purpose

Section  1.       The MAT is organized for the purpose of aiding in the advancement of the marina industry within the State of Texas.

Section  2.       The MAT is a voluntary affiliation of and a pooling of mutual interest by the “professional” marina personnel within Texas.

            (a)        to provide a medium of conference and of interchange of ideas, principles, practices, and ethics in the field of marina management and operation in Texas;

            (b)        to study means for the improvement of the development of economic and employment opportunity and for the expansion of existing and new marinas in Texas; and

            (c)        to support, to counsel, and to cooperate with other likeminded organizations in the State in an effort to improve the industrial, business, and economic development environment, or “climate”, of the State of Texas. 

Article III
Membership

Section 1.        Active Membership- All reputable persons with a primary responsibility for marina activities, whose employer or employment is dynamically interested in and concerned with marina operation within the State of Texas, or on bodies of water which border the State of Texas, shall be eligible for active membership in MAT when elected in accordance with the provision of Section 6, this Article. Responsibility within the State of Texas shall govern- not residence or office headquarters in or outside of Texas.

           (a)      All Marinas must have their own individual membership and pay the current dues fees, regardless of multiple ownership.

Section  2.       Associate Membership- Associate membership is available to major suppliers of products or services related to marina operations, and those whose operations are dependent on the marine environment, such as boat rental, charter companies and boat repair yards.

Section 3.        Supportive Membership- Supportive Membership is available to adjunct marine related interests who provide a supportive role to the marina industry, such as Sea Grant, Texas Parks & Wildlife, TCEQ, Legislative Consultants, etc.

Section  4.       Membership of any type in MAT resides with the entity and may be utilized by any designated individual in the employment of the corporation.

Section  5.       The annual dues for Active, Associate, and Supportive Membership shall be determined by the Board of Directors. 

Section  6.       All persons approved for membership in MAT, prior to May 16, 1973, shall be considered charter members.

Section  7.       Application for membership shall be made on the approved “Application for Membership” form and shall be submitted to the Executive Director, who shall refer the application to the Chairman of the Membership Committee. The Committee shall verify that such conform to the philosophies, principles, procedures and requirements as established by the Board of Directors. The Chairman shall transmit the Committee’s recommendations for type of membership and for approval or disapproval to the Board of Directors, which by majority action shall determine membership status.

Section  8.       Suspension of membership from MAT for just and appropriate cause may be requested and affected only by action of two-thirds (2/3) of the membership of the Board of Directors.  Thirty (30) days’ notice of suspension of membership shall be required.

Article IV
Government

Section 1.        The government of MAT shall be vested in a Board of Directors consisting of no less than five (5) and no more than fourteen (14) representatives elected from the MAT Active Membership within the State of Texas, along with the three (3) officers of the Association and the past President, making a total of no more than eighteen (18).  To be eligible for consideration as a member of the Board of Directors, one must have been an active member for at least one (1) year immediately preceding the time he/she would take office if elected. New Directors shall take office on January 1, the beginning of the next fiscal year.

              (a)      All past Presidents in good standing (dues paid) are automatically members of the Board of Directors with vote.  Past President Members of the Board do not count against the Board totals referred to in Article IV, Section 1.

              (b)      Two Associates will be elected to the Board of Directors with vote.  This is in addition to the Marina members listed in Section 1 above.  Advisors may be appointed by the Board.

Section 2.        The Board of Directors may delegate certain or all interim governmental authority, excepting election of officers, to an Executive Committee which shall consist of five (5) members of the Board of Directors of MAT. The Executive Committee shall be comprised of the current President, the immediate Past President, the Vice President, Secretary-Treasurer and one (1) other current director to be elected by the Board of Directors upon the recommendation of the President.

Officers: Officers shall be from Active Membership of MAT and shall consist of the President, Vice President, and Secretary-Treasurer. Each office shall be for a term of one (1) year. The officers, at the discretion of the nominating committee, shall be eligible for re-election to the offices held for a second term   New Officers shall take office on January 1, the beginning of the next fiscal year.

Section 3.        The President shall appoint, and the Executive Committee approve, at least sixty (60) and not more than ninety (90) days prior the each annual meeting of MAT, a Committee to Nominate Directors and Officers. Such Committee shall consist of five (5) Active Members of MAT and shall reasonably reflect the geographic distribution of the membership of MAT. The Committee will obtain written consents to serve from candidates proposed on the two slates and obtain bios on each candidate to be published with the ballot.

      Paragraph (1).  The Nominating Committee shall elect a slate of candidates from the Active Membership of MAT to place in nomination as directors for the coming year.  The Committee’s slate shall be placed on the ballot and conveyed to the membership at least thirty (30) days prior to the annual meeting. A majority vote of ballots returned shall determine the filling of the vacancies on the Board.

      Paragraph (2).  The Nominating Committee shall elect a slate of officers to place in nomination to serve during the following fiscal year. Such a slate shall be presented to the Active Membership via the ballot, no less than thirty (30) days prior to the annual meeting.  A majority vote of ballots returned shall determine the election of officers. Officers shall be from Active Membership of MAT and shall consist of the President, Vice President, and Secretary-Treasurer. The officers at the discretion of the Nominating Committee shall be eligible for re-election to the respective offices held for a second term. New officers shall take office on January 1, the beginning of the next fiscal year. The Committee is not subject to any compelling order of succession.

      Paragraph (3).  Election and other ballots shall be tallied by the Executive Director and Past President, and made available to the Board of Directors upon completion of the count.  Results shall then be conveyed to the membership by way of publication in Changing Currents or by mail, fax, or e-mail.

       Paragraph (4).  The Committee to Nominate Directors and Officers shall remain in place until superseded by the newly appointed committee.

Section 4.   Absence from two (2) consecutive Board and/or Executive Committee meetings without an excuse deemed valid and so recorded by the Board, shall be construed as a resignation and the Directorship or Office vacated to be replaced as provided in these By-laws under Article IV, Section 5.

Section 5.   Positions of directors or officers who die, and of those who resign, or who change employment or residence, during the tenure of office, and hence become ineligible for Active Member status, shall be deemed to have been vacated.  In the event of a vacancy of any directorship, or of any office, for which the unexpired term shall be six (6) months or more, the vacancy shall be filled by majority action of the Board of Directors, or of the Executive Committee (on directorship only), whichever shall first meet, after receiving the recommendation(s) of the Committee to Nominate Directors and Officers whose deliberations may be accomplished by mail or otherwise.

Section 6.   A majority action of the Board of Directors or by the Executive Committee shall be deemed proper and of full force and correct if taken in writing by mail, e-mail or verbally by telephone by the President, provided that written memoranda of all such action be filed officially on record with the Executive Director.

Article V
Duties of the Officers and Directors

The Board of Directors may engage a managing agent to attend to the day to day operations of the Association and to implement policies and decisions as determined by the Board of Directors. The managing agent may be entrusted with the custody of all books, papers, historical records, and property of MAT, to be kept at the MAT office. The managing agent has no authority except as conferred by the Board of Directors. This managing agent shall be called Executive Director.

Section 1.        President shall preside at meetings of MAT, of the Board of Directors, and of the Executive Committee.  The President shall perform the specific duties which the Board of Directors or the Executive Committee may place upon him/her, and discharge such other duties as ordinarily pertain to the office of President.  The President in conjunction with the Executive Director shall prepare a written report of the year’s activities which shall be presented to the membership at the annual meeting of MAT and become a part of the recorded history of MAT.

Section 2.        Vice President shall act for the President in the event of his/her absence and perform such other duties as may be assigned by the Board of Directors, the Executive Committee, or the President. In order to facilitate forward thinking and planning this officer shall serve as the Chairman of the Strategic Planning Committee.

Section 3.        Secretary-Treasurer in conjunction with the Executive Director shall be responsible for the presentation of the records of all meetings of MAT, of the Board of Directors and of the Executive Committee. He/she shall report annually to MAT on all matters handled by that office, including meetings of the Board of Directors and of the Executive Committee. Secretary-Treasurer shall oversee the keeping of records and financials entrusted in the care of the Executive Director.  The Executive Director shall furnish any and all records to the Secretary-Treasurer upon request.  The financial records of MAT shall be submitted to the Secretary-Treasurer and the Board no less than two (2) weeks prior to each scheduled Board meeting. 

                       The Secretary-Treasurer or Executive Director if so engaged, shall have responsibility for all funds of MAT, and shall deposit and pay out funds only under the instructions of or under procedures and/or the budget established by the Board of Directors and, in urgent situations, under the instructions of the Executive Committee.  The Executive Director shall prepare an annual financial report and present this to the Secretary-Treasurer and Financial Examining Committee for review twenty (20) days prior to the 1^st called meeting of the Board of Directors for the new year. The Financial Examining Committee shall consist of not less than two (2) directors appointed by the President.  The Secretary-Treasurer shall present the reviewed annual report to the Board of Directors for approval.

                        The President shall include in a report to the MAT annual meeting a statement that such review has been made, accepted and approved by the Board.

The annual financial report shall be made available for inspection by any member of MAT.

Article VI
Meetings

Section 1.        The Board of Directors shall hold no less than four (4) scheduled meetings per year, one of which shall be held at the MAT office.

Section 2.        The Annual Meeting of MAT shall be held each year at a place as determined by the Board of Directors.

Section 3.        The Annual Meeting may be held in any community within the State of Texas. The place of the annual meeting shall be selected with the major criterion of attaining maximum number of participants for the State and from the membership of MAT and not necessarily on the rotating geographic concept of community selection.

Article VII
Funds

Section 1.        Expenses incidental to the annual meeting of MAT shall be incurred with the approval of the Executive Committee or the Board of Directors. Expenditures of disbursements of funds shall be made in the manner suggested by the provisions of the preceding Article V, Section 3.

Section 2.        Each member shall pay the annual membership fee in advance; members may be suspended from the organization for non-payment of dues by action of the Board of Directors or under the procedures established by the Board of Directors for the guidance of the officers of MAT.

Article VIII
Consultive Council

By a majority action of the Board of Directors meeting in regular session, and upon the recommendation of the Executive Committee, a “Consultive Council” may be created which shall be of an advisory consultive nature for the interchange of ideas and philosophies and in order to accomplish a meeting of the minds with other and various regional or state wide organizations whose ultimate purposes are not dissimilar to those set forth in the preceding Article II.  These organizations may be asked to designate one representative to participate in the deliberations of this “Consultive Council” which may exist at certain times and may be disbanded at other times.

Article IX
Amendments

This Constitution and By-Laws may be amended at any annual meeting, at any special meeting called for that purpose by a majority vote of the active members in good standing, or by mail ballot.  It shall be provided that the amendment carry by a two-thirds (2/3) majority of the active membership, excepting the mail ballot, in which case a simple majority of respondents be required.  All amendments proposed will carry the recommendations of the Board of Directors.

Article X
Committees

The President shall appoint all committees after consultation with the Board of Directors. The President shall each year define, formulate, and reduce to writing the general or specific duties, powers, responsibilities, and missions of all committees.

Article XI
Fiscal Year

The fiscal year shall be from January 1 to December 31.