By Laws

ARTICLE I - DESCRIPTION

Section 1     NAME:  The name of this association shall be the” Maine Shellfish Officers Association”. (M.S.O.A)

Section 2     POLICIES: The policies of this Association shall be in harmony with the policies of the Maine Department of Marine Resources (DMR) and the Maine Criminal Justice Academy (M.C.J.A).

Section 3     SEAL: The Association shall have a seal of such design as the Board of Directors may adopt. Such seal shall normally be kept in the custody of the Secretary, and the Directors may order such additional seals as may be necessary.

Section 4     OFFICES: The principal office of the Corporation shall be at County of and State of Maine. The Corporation may also have offices at such other places as the purpose of the Corporation may require.

ARTICLE II – STATEMENT

Section 1    The object of this Association shall be to aid and promote the general welfare of the shellfisheries in the State of Maine.

Section 2    The Associations purpose is:

A)  To establish an educational resource for any shellfish officer.

B)  To advance the profession of Shellfish Officers.

C)   To promote and sponsor regulation and or legislation intended to enhance more effective shellfish management or shellfish enforcement.

D)  To provide a forum to discuss and exchange information related to;

1)  Shellfish management and operational strategy;

2)  Latest advancements in technology and laboratory science of the marine environment;

3)  Improved training for shellfish officers in shellfish management, enforcement, public safety and aquaculture;

4)  To conduct seminars and conferences related to all phases of shellfish management;

5)  To promote and encourage the exchange of information between all agencies involved in the management of the shellfish fishery in Maine.

B)     Notwithstanding any other provision of these articles, the Association is organized exclusively for one or more of the purposes as specified in Section
501 (c) (3) of the Internal Revenue Code and shall not carry on any other activities not permitted to be carried on by an Association exempt from federal income tax under Section 501 (c)(3)

ARTICLE III - MEMBERSHIP

Section 1     ACTIVE MEMBERS:  All shellfish officers in the State of Maine who are interested in the object for which the Association is organized may become Active members upon payment of dues as provided in Section IV of these by-laws. A member, who is not reappointed as a shellfish officer, may remain an active member for a period of five years, after which time he/she may become an Associate or Honorary member.

Section 2     ASSOCIATE MEMBERS:  All persons interested in the object for which the Association is organized may become Associate members upon payment of dues as provided in Section IV of these by-laws. Associate members shall be non-voting members of the Association.

Section 3     Honorary & Lifetime Members:  Honorary members may be nominated from the floor and elected to Honorary or Lifetime Membership at the annual meeting. Honorary members shall be non-voting members of the Association.

Section 4     ADVISORY MEMBERS:  Members that are assigned by State Law Enforcement Agencies that provide guidance during association training sessions.  Maine Marine Patrol will be represented under this catagory by providing on an annual basis to Active Members to act in this capacity.   

Section 5    APPLICATION: Anyone wanting to become a member of the Association must submit to the Secretary-Treasurer;

1)  An Application as supplied and constructed by the secretary.

            2)  A copy of a current DMR Warden Nomination or a MCJA BLETP certificate

3)  A check or money order for the current year dues.

ARTICLE IV – DUES

Section 1    ACTIVE MEMBERSHIP DUES: The annual dues for Active Members shall be Fifty Dollar ($50) per member, to be paid to the Association Treasurer at each annual meeting.

Section 2    ASSOCIATE MEMBERSHIP DUES:  The annual dues for Associate Members shall be one half of the annual dues paid by Active members, to be paid to the Association Treasurer at each annual meeting.

Section 3     HONORARY & LIFETIME MEMBERSHIP DUES: There shall be no dues associated with an Honorary or Lifetime Member.

Section 4     DUES IN ARREARS: Any member, whose dues are in arrears at least eight (8) months, shall be notified in writing by the Association Secretary.  Member who dues are not current may not vote at the annual meeting.

Section 5     DUES WAIVED: Under certain circumstance dues could be waived by a majority vote of the association.

ARTICLE V – DIRECTORS

Section 1     Elections, Terms of Office:  The business and property of the Association shall be managed and controlled by a Board of Directors, who shall be elected annually by the then existing membership at its annual meeting to hold office until the next annual meeting of the membership or until the election and qualification of their respective successors. The Board shall select from among those elected by the general membership a Chairman who shall serve as the head of the Board of Directors.

Section 2     Allowable Number: The number of directors of the Association shall not be less than five (5) nor more than seven (7).  The number of directors for any annual period shall be fixed within these limits by resolution of the Board of Directors adopted at least thirty (30 days prior to the next annual membership meeting.  In the event the number of directors is reduced by any means, each director shall serve until their term expires, or until their resignation or removal as herein provided.

Section 3    RESIGNATIONS:  Any director may resign at any time by giving ten (10) days written notice of such resignation to the Board of Directors.

Section 4    Filling of Vacancies: Any vacancy in the Board of Directors occurring during the year, other than a vacancy created by an increase in the number of directors, may be filled for the unexpired portion of the term by the directors then serving, even if less than a quorum, by affirmative vote of a majority thereof.  Any vacancy created by an increase in the number of directors, shall be filled by vote of the membership at its next annual or special meeting. 

Section 5    Annual Meeting:  As soon as practicable after each annual meeting of the membership, the newly elected directors shall meet for the purpose of transacting any business which may come before the Board, including the election of officers. It shall be the intent of the Directors to hold the annual meeting in conjunction with the Maine Fisherman’s Forum  

Section 6     Regular Meetings: The Board of Directors shall hold regular meetings at such times and places as it shall determine. 

Section 7     Special Meetings: Special meetings of the Board of Directors may be called by the President or Vice President and must be called by either of them on the written request of any three (3) members of the board. 

Section 8     Notice of Meetings: Except as otherwise provided herein, notice of all Director's meetings shall be supplied to the Membership by the easiest methods possible, i.e web site posting, emailing, or telephoning. Any business may be transacted at any directors' meeting providing majority of the Board is present.

Section 9     Presiding Officers:  At all meetings of the Board of Directors, the President or Vice president, or in their absence a chairman chosen by the directors present shall preside. 

Section 10    Quorum: At all meetings of the Board of Directors, a majority of the existing directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or these Bylaws.  If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent director. 

Section 11     Powers: All the Association powers, except such as are otherwise provided for in these Bylaws and in the laws of the State of Maine, shall be and are hereby vested in and shall be exercised by the Board of Directors.  The Board of Directors may by general resolution delegate to committees of their own number, or to officers of the Association, such powers as it may see fit. 

Section 12    Action by Unanimous Consent:  Any action or vote required to be taken by the directors may be taken without a meeting by the unanimous written consent of all the directors. 

Section 13    Removal:  Any director may be removed from his office by the affirmative vote of two-thirds of all the membership at any regular or special meeting called for the purpose, for conduct detrimental to the interests of the Association, for lack of sympathy with its objectives or for refusal to render reasonable assistance in carrying out its purposes.  Any such director proposed to be removed shall be entitled to at least five days' notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting. 

NOTE:  ALL ELECTIONS SHALL BE BY BALLOT WHEN THERE IS MORE THAN ONE NOMINEE FOR OFFICE

ARTICLE VI-OFFICERS

Section 1     OFFICERS: Officers of the Association shall be the President, Vice President, and Secretary/Treasurer. Any two offices, except those of President and Treasurer, may be held by the same person. 

Section 2     Election and Terms of Office: The officers shall be elected annually by the Board of Directors to serve until their successors are duly elected and qualified. 

Section 3     Filling of Vacancies:  In case any office of the Association becomes vacant by death, resignation, retirement, disqualification, or any other cause, the majority of the directors then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the next annual meeting of the Board of Directors and until the election and qualification of his successor. 

Section 4      President:   The President shall preside at all meetings of the Board of Directors. He/She shall have and exercise general charge and supervision of the affairs of the Association and shall do and perform such other duties as may be assigned to him/her by the Board of Directors. 

Section 5     Vice President:  At the request of the President, or in the event of his/her absence or disability, the Vice President shall perform the duties and possess and exercise the powers of the President and shall perform such other duties as may be assigned to him/her by the Board of Directors.

Section 6      Secretary: The Secretary shall have charge of such books, documents, and papers as the Board of Directors may determine and shall have the custody of the corporate seal unless otherwise provided.  He/She shall attend and keep all the minutes of all the meetings of the membership and the Board of Directors of the Association.  He/She shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned to him/her by the Board of Directors. 

Section 7      Treasurer: The Treasurer shall have the custody of all funds, property and securities of the Association, subject to such regulations as may be imposed by the Board of Directors.  He/She may be required to give bond for the faithful performance of his duties, in such sum and with such sureties as the Board of Directors may require.  He/She shall maintain the financial records of the Association and exhibit such records at all reasonable times to any director or member of the Association upon reasonable request at the offices of the Association.  He/She shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Directors

Section 8      Chairman of the Board of Directors:  The chairman of the Board of Directors shall chair meetings in the absence of the President or Vice President. 

Section 9     Removal:  Any officer may be removed from office by the affirmative vote of two-thirds of all the Board of Directors at any regular or special meeting called for the purpose, for nonfeasance, malfeasance or misfeasance, for conduct detrimental to the interests of the Association, for lack of sympathy with its objects, or for refusal to render reasonable assistance in carrying out its purposes.  Any officer proposed to be removed shall be entitled to at least five days notice in writing by mail of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the directors at such meeting.

NOTE:  ALL ELECTIONS SHALL BE BY BALLOT WHEN THERE IS MORE THAN ONE NOMINEE FOR OFFICE

ARTICLE VII-MEMBERSHIP QUOROM

At all membership meetings, any number of members present shall be sufficient to constitute a quorum for the transaction or business and the act of a majority of the members present at any meeting at which there is a quorum present shall be the act of the membership, except that the act of two-thirds (2/3) of the members present, and voting shall be required to modify or amend the Articles of this Association or any provision of these bylaws.

ARTICLE VIII-COMMITTEES

Section 1     Advisory and Standing Committees: The Board of Directors may appoint from its number, or from among such persons as the Board may see fit, one or more advisory or standing committees, and at any time may appoint additional members thereto.  The members of any such committees shall serve during the pleasure of the Board of Directors. Such committees shall advise and aid the officers of the Association in all matters designated by the Board of Directors.  Each such committee may, subject to the approval of the Board of Directors, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedure. 

Section 2     Executive Committee:  The Board of Directors may appoint from its number an Executive.  The members of any such committee shall serve during the pleasure of the Board of Directors.  Each such committee may, subject to the approval of the Board of Directors, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedure.  The Executive Committee, if any, shall have full authority to act on behalf of the Board of Directors, except that it shall have no power to elect officers or to enter into any transactions or engage in activities which it knows to be contrary to the wishes of a majority of the Board of Directors. 

Section 3     Training Committee:  A Training Committee of at least 3 members shall be appointed by the Board of Directors annually. The members may be drawn from any and all members of the Association, without regard to neither category, nor election by the membership. The duties of the Training Committee shall be to organize and schedule the annual training sessions for the Association, including but not limited to the Municipal Shellfish Officers Course. Training sessions requested by members for other times of the year shall also fall under the purview of the Training Committee. All scheduled training shall be approved by the Board of Directors prior to advertisement to the membership.  The Training Committee shall maintain liaison with the Criminal Justice Academy and the Department of Marine Resources in order to review, modernize and update the curriculum for Municipal Shellfish Officers Course within the guidelines and requirements of the Criminal Justice Academy.

ARTICLE IX-Compensation

Section 1     Director’s and Officer’s Salaries: The directors and officers shall not receive any stated salary for their services as such, but by resolution of the Board, a fixed reasonable sum or expenses of attendance, or both, may be allowed for attendance at association meetings.  The Board of Directors shall have power in its discretion to contract for and to pay to directors and officers rendering unusual or exception services to the Association special compensation appropriate to the value of such services, provided you are not compensated by your Municipality. 

ARTICLE X-Contracts

Section 1    Agents, Representatives and Contracts: The Board of Directors may appoint such agents and representatives of the Association with such powers and to perform such acts or duties on behalf of the Association as the Board of Directors may see fit, so far as may be consistent with these Bylaws, to the extent authorized or permitted by law.  The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no officer, agent, or, employee shall have any power or authority to bind the Association by any contract or engagement, or to pledge its credit, or render it liable pecuniary for any purpose or to any amount

ARTICLE XI-LIMITATIONS

No part of the assets of the Association and no part of any net earnings of the Association shall be divided among or inure to the benefit of any Officer, Director or member of the Association for any purposes other than the purposes of the Association as herein set forth, except that the Association shall be authorized to pay reasonable compensation for services rendered to or for the Association and to make payments and distributions in furtherance of its purposes. No substantial part of the activities of the Association shall be the carrying on of propaganda and the Association shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. It is intended that the Association shall be entitled to exemption from Federal Income tax under Section (c) (3) of the Internal Revenue Code (IRC) and shall not be a private foundation under Section 590 (a) of the IRC. The Association is expressly authorized to make the election permitted under Section 501 (h) of the IRC.

ARTICLE XII - RULES OF ORDER

Robert’s Rules of Order, revised, shall govern this Association in all cases to which they are applicable and in which they are not inconsistent with these by-laws.

ARTICLE XIII - PRIVILEGES

The privileges of holding office, making motion, debating and voting shall be limited to Active members of the Association whose dues are current.

ARTICLE XIV - AMENDMENTS

These by-laws may be amended at an annual meeting by 2/3 vote on the members present and voting.

ARTICLE XV - DISSOLUTION

Except as may be otherwise required or permitted by law, the Association may at any time authorize a petition for its dissolution to be filed by the affirmative vote at an annual meeting by two thirds vote of the members of the Association present and voting: provided, however, that in the event of any liquidation, dissolution, termination or winding up of the Association (whether voluntary, involuntary or by operation of law), the property or assets of the Association remaining after  providing for the payment of its debts and obligations shall be conveyed, transferred, distributed, and set over outright to one or more charitable, religious, literary, or educational institutions or organizations, created and organized for nonprofit purposes similar to those of the Association, contributions to which nonprofit institutions and organizations are deductible under Section 170 (c) of the Internal Revenue Code and which qualify as exempt from income tax under Section 501 (c) (3) of such Code, a quorum of the Directors of the Association may by vote designate and in such proportions and in such manner as may be determined in such vote; provided, further, that in the absence of such a designation the Association’s property my be applied to charitable, religious, literary or educational purposes in accordance with the doctrine of cy-pres in all respects a court having jurisdiction in the premises may direct

Notwithstanding any other provisions of these articles, the corporation is organized exclusively one or more purposes as specified in Section 501 (c) (3) of the Internal Revenue Code and shall not carry on any other activities not permitted to be carried on by an association exempt from federal income tax under Section 501 (c) (3)