BYLAWS OF THE PROPELLER CLUB OF THE UNITED STATES, PORT OF ANCHORAGE
ARTICLE I – BOARD OF GOVERNORS – OFFICERS AND COMMITTEES
Section 1. Board: The property and affairs of the Propeller Club of the United States, Port of Anchorage (“Port”) shall be managed by a Board of Governors (“Board”) having eleven (11) members (each of whom being hereinafter referred to as a “Governor”), all of whom must, during their entire term of office, be regular members of the Port in good standing. Four (4) Governors of the Board shall consist of the four (4) officers of the Port, as described and as elected as hereinafter provided. Seven (7) Governors of the Board shall consist of members holding no other office in the Port. At the first election of Governors not holding other office, three (3) of such Governors shall be elected to a term lasting one year; the other four (4) such Governors will be elected to a term lasting two years, and all such Governors shall serve until their successors are elected. Thereafter, Governors not holding other office shall be elected to a term of two years from the date of their election, or until their successors are elected. After a member has served two (2) consecutive terms as a Governor on the Board, such Governor shall be ineligible for nomination or re-election to the Board until after the elapse of one (1) year from the time his or her last tenure of office expired, provided that in computing the two (2) consecutive terms, any time served to fill an unexpired tenure shall not be counted. Any Governor missing three (3) consecutive board meetings without valid reason may, at the discretion of the other Governors, be replaced by the Board. Section 2. Officers: The officers of this Port shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall also serve as Governors on the Board. All such officers shall be elected annually by the Port members for a term of one (1) year, and each shall hold office for that one (1) year or until a successor is elected and installed. Any officer so serving may be reelected for subsequent terms of one (1) year without limitation, except the President, who is limited to two (2) consecutive years in office, provided that in computing the two (2) consecutive years, any time served to fill an unexpired term shall not be counted. Section 3. Vacancies: in the event of vacancies in any office, or in the Board, the Board shall elect a successor to serve for the remainder of the unexpired term. Section 4. Proxies: A Governor may not vote by proxy in a meeting of the Board. Section 5. Committees: There shall be the following three (3) standing committees of the Board, each to consist of not less than three (3) Governors: (a) Ways and Means Committee. The Ways and Means Committee shall, subject to the direction and control of the Board, supervise the finances of the Port (b) House Committee. The House Committee shall, subject to the direction and control of the Board, prepare and arrange programs for the regular and special meetings of the Port. They shall prepare and arrange such social functions as may be directed by the Board.
(c) Committee on Membership and Admissions. The Committee on Membership and Admissions shall, subject to the authority of the Board, assist the Secretary in the maintenance of the list of members, devote their best efforts and endeavor in the securing of new members, and shall pass on all applications for membership and make recommendations to the Board. The President may, from time to time, appoint such special committees as are necessary in his or her judgment, or in the judgment of the Board. The members of each standing or special committee of the Port shall be appointed by the President, subject to approval of the Board. Each standing committee of the Port shall report to the Board at each regular meeting of the Board, or as otherwise directed by the Board. ARTICLE II – NOMINATIONS Section 1. Nominations for the ensuing year for President, Vice President, Secretary, Treasurer, and Governors of the Board that are not officers shall be made by the Committee on Membership and Admissions, which shall submit the names of one but not more than three (3) candidates for each of the Port offices and at least one (1) but not more than three (3) candidates for each open seat on the Board. Such nominations shall be filed with the Secretary not less than twenty (20) days prior to the meeting at which the election will be held, and notice of such nominations shall be mailed to Port members not less than ten (10) days prior to such meeting. Members of the Port may also make independent nominations. A nomination by Port members will not be effective unless no less than ten (10) members of the Port shall file with the Secretary the names of such candidates with accompanying signatures of the nominating members, not less than twenty (20) days prior to the meeting at which the vote will take place, and notice of such nominations shall be mailed to Port Members not less than ten (10) days prior to such meeting. All nominations, whether by the Nominating Committee or by the Port’s members, shall include a certification to the Secretary in writing that the nominated candidate(s) have been personally contacted and agree to serve if elected.
Section 2. No candidates for members of the Board, nor for any of the offices provided for herein, shall be balloted unless proposed by one of the two methods described above, except for the initial election of officers and Governors. Nominations for the initial officers and Governors shall be made by Port members at the first meeting of Port members, and the elections of the initial officers and Governors shall take place at that meeting or, if approved by the Port members, at the next meeting of Port members.
ARTICLE IV – MEETINGS AND ELECTIONS
Section 1. Meetings of the Port: Meetings of the Port shall be held monthly on such dates and at such times and places as may be established by the Board. In addition to regularly scheduled meetings, special meetings of the Port, when deemed necessary, may be called by the President. Members of the Port shall be notified by mail of the schedule of regular meetings and of any changes in that schedule. When eight (8) members of the Port so petition in writing to the Secretary, a special meeting of the Port shall be called by the President to be held not less than fifteen (15) days from the date such petition is received by the President. Notice of the date, time, and place of such special meeting shall be mailed to members of the Port not less than ten (10) days before such special meeting.
Section 2. Meetings of the Board: Regular meetings of the Board shall be held quarterly on such dates and at such times and places as may be established by the Board. ln addition to regular meetings, special meetings of the Board, when deemed necessary, may be called by the President or by any four (4) Governors of the Board. Five (5) members of the Board, at any regular or special meeting of the Board, shall constitute a quorum of Governors for actions taken by the Board. The vote of the majority of Governors at a meeting at which a quorum is present shall be the act of the Board.
Section 3. Quorum for Votes by Port Members: Those members present at any regular or special meeting of the Port members, of which the membership has been properly notified not less than ten (10) days in advance, shall constitute a quorum of Port members at such meeting. Unless expressly otherwise provided herein, the vote of the majority of Port members at a meeting at which a quorum is present shall be the act of the members.
Section 4. Election of Officers and Governors: After candidates have been duly nominated as prescribed above, members of the Port shall vote to determine which candidates shall be elected to succeed any officer or Governor whose term is expired or expiring. The candidate for each position that receives the votes of a majority of members present at the meeting shall be elected; provided, that if there are three (3) or more candidates for any position and no candidate receives the votes of a majority of members present at the meeting, then a run-off vote shall be conducted between the two (2) candidates who received the most votes.
ARTICLE III – DUTIES OF OFFICERS
Section 1. President: It shall be the duty of the President, when present, to preside at all meetings of the Board and all meetings of Port members, to perform the duties of a Governor of the Board and member of the Port, and to perform such other duties as ordinarily pertain to the office.
Section 2. Vice-President: It shall be the duty of the Vice-President, in the absence of the President, to preside at meetings of the Board and all meetings of Port members, to perform the duties of a Governor of the Board and member of the Port, and to perform such other duties as ordinarily pertain to the office.
Section 3. Secretary: It shall be the duty of the Secretary to keep the records of membership, send out notices of meetings of the Port and of the Board and its committees, record and preserve the minutes of such meetings, make the required reports to the Propeller Club of the United States, to perform the duties of a Governor of the Board and member of the Port, and perform such other duties as usually pertain to the office.
Section 4. Treasurer: It shall be the duty of the Treasurer to have custody of all funds, accounting for the same to the Port and to the Board, to perform the duties of a Governor of the Board and member of the Port, and to perform such other duties as pertain to the office.
ARTICLE V – DUES
Section 1. There shall be no initiation fee required from an applicant who can qualify as a member of the Port.
Section 2. Annual dues shall be prescribed by the Board and shall be payable in advance on the first day of April.
Section 3. Any new member admitted between April 1 and October 31 shall be required to remit a full year's dues with the application for membership. Any new member admitted between November 1 and March 31 will be required to remit a half year's dues with the application for membership.
ARTICLE VI – FINANCES
Section 1. No part of the net earnings of the Port shall inure to the benefit of any Governor, director or officer of the Port, or of any private individual. No Governor, director, officer, or any private individual shall be entitled to share in the distribution of any of the Port’s assets upon winding up, except to the extent that such Governor, director, officer, or private individual is a member of the Port entitled to a distribution provided to all members upon winding up. The Port shall not, as its primary activity, engage in a regular business of a kind ordinarily carried on for profit, or participate or intervene in any campaign for or against a candidate for public office.
Section 2. The Treasurer shall deposit funds of the Port in a bank to be named by the Board.
Section 3. After approval by at least one officer, all bills shall be paid by the Treasurer with checks signed by any two officers. The Treasurer shall submit a report of all the Port's financial transactions to the Board at the close of fiscal year for the Board's approval.
Section 4. Officers having charge or control of funds shall give bond as may be required by the Board for the safe custody of the funds of the Port, the cost of the bond to be borne by the Port.
ARTICLE VII – ADMISSION OF NEW MEMBERS
Section 1. The name of any newly proposed member, having been proposed by a member in good standing, shall be submitted to the Committee on Membership and Admissions, through the Secretary, on an application form to be produced by that committee. The Committee on Membership and Admissions, after due investigation, shall submit the application with their recommendation, to the Board. The Board shall then review the application and recommendation of the Committee on Membership and Admissions and vote to admit or reject the proposed member or refer the application back to the Committee on Membership and Admissions for further action.
Section 2. Honorary and Courtesy members shall be named by the Board.
ARTICLE VIII – ORDER OF BUSINESS
At all business meetings of the Port and Board the order of business shall be as follows:
1. Call to order 2. Reading of minutes 3. Reports of Committees 4. Unfinished Business 5. New Business 6. Elections 7. Adjournment
All meetings will be conducted in accordance with Roberts Rules of Order.
ARTICLE IX – AMENDMENTS
These By-Laws may be amended at any regular meeting, at which the prescribed quorum is present, by a two-thirds (2/3) vote of all members present, provided that notice of such proposed amendment shall have been mailed to each member of the Port at least ten (10) days before such meeting. Where an amendment or addition to these By-Laws conflicts with the Constitution and By-Laws of The Propeller Club of the United States, the latter shall prevail.
ARTICLE X – EFFECTIVE DATE
The By-Laws shall become effective as of the date of adoption by the Port members.