Gulf Intracoastal Canal Association By Laws
as amended August 12, 2016
ARTICLE I: Offices
INTRACOASTAL CANAL ASSOCIATION (the "Association") is organized as
a non-profit corporation pursuant to the provisions of the Texas Non-Profit
Corporation Act (the "Act") and its initial registered office is
2010 Butler Drive, Friendswood, Texas 77546. The Association may have such
other offices, either within or without of the State of Texas, as the Board
of Directors may determine or as the affairs of the Association may require from
time to time.
Association shall have and continuously maintain in the State of Texas a
registered office and a registered agent whose office is identical with such
registered office, as required by the Act. The registered office may be, but
need not be, identical with the principal office of the Association in the
State of Texas, and the address of the registered office may be changed from
time to time by the Board of Directors
ARTICLE II: Purposes
Association shall adhere to its Mission and Vision Statements:
of the Gulf Intracoastal Canal Association is to facilitate commerce through
ensuring safe, reliable and efficient Gulf Coast waterways.
Vision: GICA - The Voice of
the GIWW and its users.
Association shall operate exclusively for non-profit purposes within the
meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended
(the "Code"), it being intended that the Association shall have and
continue to have the status of a non-profit organization which is exempt from
federal income taxation under said Section 501(c)(6) of the Code. In the
event of the dissolution of the Association, all assets of the Association
remaining after payment of outstanding obligations shall be transferred to an
organization having similar objectives and which is exempt from federal
income taxation under said Section 501(c)(6) of the Code.
any other provision of these ByLaws, the Association shall not carry on any
activities not permitted to be carried on by an association having such status.
Other than payment of adequate compensation to employees of the Association
as may be authorized by the Board of Directors and the reimbursement of
reasonable expenses incurred in the conduct of Association business, no part
of the net earnings of the Association shall inure to the benefit of any
member or individual.
ARTICLE III: Members
the Association shall consist of industries, business firms, navigation
districts, port authorities, political subdivisions, water resource organizations,
civic associations, institutions and individuals interested in promoting the
economic well-being of the Gulf Coast area.
The Board of
Directors may determine from time to time the amount of the annual membership
contributions which contributions may differ as to each category of
membership consistent with their size and extent of interest.
contributions shall be due and payable during the first month of each
calendar year, unless otherwise prescribed by the Board of Directors. When
any member shall be in default in the payment of his contribution for a
period of six (6) months from the date the same becomes due, its membership
may thereupon be terminated by the Board of Directors. Any member in default in
the payment of his or its contribution shall forfeit the right to vote until
such time as such contributions are made current.
shall meet annually at such times and places, either within or without the
State of Texas, as determined by the Board of Directors and at such meetings,
by resolutions, prescribe the policies of the Association. Twenty-five (25)
members present at any meeting shall constitute a quorum for the transaction
of any business to come before the meeting.
ARTICLE IV: Board of Directors
of the Association shall be managed by a Board of Directors (the "Board
of Directors" or "Board") which shall be composed of the
officers of the Association except as may be otherwise specified in the
Articles of Incorporation of the Association or these ByLaws, and three (3)
individuals, each representing a different member of the Association.
Directors, other than the directors serving by reason of their election as
officers of the Association, shall be elected by the membership at the annual
meeting held in even numbered years and shall serve for a term of two (2)
years from the date of their election. Directors may be reelected to serve
more than one term in office and past Chairmen may be elected as directors.
The President and all past Chairmen of the Association that have not been
elected a director by the membership shall be non-voting members of the
Board. The Chairman-Elect shall serve as Vice Chairman of the Board.
and business of the Association shall be managed by the Board of Directors
which may exercise all powers of the Association and do all lawful acts. The
Board of Directors shall be empowered to formulate and effectuate Association
policies between annual meetings of the membership, subject to the approval
or modification of such actions by the membership at their next annual
meeting. The Board may in its discretion by appropriate action appoint
special and standing committees to exercise such duties and responsibilities
as may be delegated to them by the Board of Directors.
The Board of
Directors shall meet each year at the time and place of the annual meeting of
the membership, and at such other times and places, either within or without
the State of Texas, as the Chairman or a majority of the Board of Directors
meetings of the Board of Directors the presence of six (6) or more voting
members of the Board shall be necessary and sufficient to constitute a quorum
for the transaction of business and the act of six (6) or more voting members
of the Board 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 these ByLaws. If a quorum shall not be present at any meeting of
the Board, the members of the Board present thereat may recess the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
a member of the Board of Directors at a meeting shall constitute a waiver of
notice of such meeting, except where a member of the Board attends a meeting
for the express purpose of objecting to the transaction of any business on
the grounds that the meeting is not lawfully convened.
which may be taken at a meeting of the Board of Directors may be taken
without a meeting if a consent in writing, setting forth the action to be
taken, shall be signed by all of the members of the Board. A telex or
transmission by a member, or a photographic, photostatic, facsimile, or
similar reproduction of a writing signed by the member, shall be regarded as
signed by the member for the purposes of this section. Such consent shall
have the same force and effect as a unanimous vote of the members of the
the Board of Directors may participate in and hold a meeting of the Board by
means of conference telephone or similar communications equipment by means of
which not less than a quorum participating in the meeting can hear each
other, and such participation shall constitute presence in person of the
member at such meeting.
of the Board of Directors, as such, shall receive no compensation for
services rendered as members of the Board, but may be reimbursed for all
reasonable expenses incurred in performing their duties as members of the
ARTICLE V: Executive Committee
Association shall have an Executive Committee consisting of the Chairman, Chairman-Elect,
Immediate Past Chairman, Secretary, and two members of the Board of Directors
of the Association selected by the Chairman and approved by the Board of
Directors. The President shall be a non-voting member of the Committee. The Chairman
shall preside at all of its meetings. The Secretary of the Association shall
act as the secretary of the Committee.
Committee shall exercise those powers necessary to promote the objectives of
the Association and shall perform such other duties and assume such other
responsibilities as are delegated to it by the Board of Directors at such times
as the Board of Directors is not in session. The Chairman, Secretary or President
shall report to the Board of Directors at every regular or special meeting of
the Board all action taken by the Executive Committee since the last
preceding Board of Directors meeting.
Committee shall meet at any time or place that a quorum of its members are
present. Conference telephone meetings may also be held if a quorum of
committee members are available for the conference. All other meetings of the
Executive Committee shall be held pursuant to call of the Chairman or at the
written request of at least three (3) members of the Committee after five (5)
members shall constitute a quorum at any meeting of the Executive Committee
and the act of a majority of the Committee members present at such meeting
shall be the act of the Committee.
ARTICLE VI: Resolutions Committee
be a Resolutions Committee consisting of one (1) member of the Board of
Directors appointed by the Chairman and one (1) member selected from each of
the Caucus Groups hereafter provided for. At least thirty days prior to each
annual meeting the Chairman shall designate one member who has previously
served on the Resolutions Committee to serve as its chairman. If any Caucus
Group fails to select a member to the committee, the Chairman may appoint a
member from such Caucus Group or from the general membership of the
Association to serve on the committee.
Resolutions Committee shall review and compile in accordance with its
discretion all resolutions submitted to it by the Board of Directors, any
state represented by the membership, Caucus Group, Association committee or
by other members. It may originate resolutions on its own initiative.
Resolutions may set forth either current or standing policy of the
Association. The committee's report of resolutions recommended by it for
adoption by the Association shall be submitted to the Board of Directors for
its approval prior to being submitted to the membership of the Association at
its annual meeting. The affirmative vote of a majority of the members present
at an annual meeting of the Association shall be required for the adoption of
resolutions submitted to it by the Resolutions Committee.
ARTICLE VII: Caucus Groups
consisting of members of the Association sharing common interests in the
Association and its purposes may be established from time to time by the
Board of Directors and shall be subject to annual approval by the Board.
Membership in a Caucus Group shall be limited to members of the Association
and any member may belong to one or more Caucus Groups. The members of each
respective Caucus Group shall meet in conjunction with an annual meeting of
the membership of the association.
annual meeting of a Caucus Group its members present shall elect a chairman
and a secretary each to serve for the duration of the meeting and any
adjournment thereof. The chairman shall preside at the meeting and the
secretary shall record any formal action taken by the members, including the
election of the chairman and the secretary, the election of one of its
members to serve on the Resolutions Committee, and any resolutions adopted
for submission to the Resolutions Committee.
number of members of a Caucus Group shall be required to constitute a quorum
at any meeting of the Caucus Group and the act of a majority of the members
present at such meeting shall be the act of the Caucus Group.
ARTICLE VIII: Notices
under the provisions of the Act or these ByLaws, notice is required to be
given to any member of the Board of Directors or member of the Executive
Committee, it shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such Committee or Board member
at such address as appears on the books of the Association, and such notice
shall be deemed to be given at the time when the same shall be thus mailed.
notice is required to be given under the provisions of the Act or of these
ByLaws, a waiver thereof in writing signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.
ARTICLE IX: Officers
of the Association shall be the Chairman, Chairman-Elect, one Director
from each of the States of Florida, Alabama, Mississippi, Louisiana and
Texas, Secretary, Treasurer, Chairman of the Board of Directors,
Vice-Chairman of the Board of Directors, Immediate Past Chairman and President.
subject to the provisions of Section 9.06 and except for the Immediate Past Chairman
and the President, shall be elected by the membership at the annual meeting
of the membership in even numbered years and shall serve in their respective
offices to which they are elected until the next annual meeting for a term of
two (2) years, or until their respective successors are elected and have
qualified for office. Officers may be reelected to serve more than one term
in office, except that the Chairman shall serve not more than two consecutive
terms in that office.
If the office
of any officer becomes vacant for any reason, the vacancy shall be filled by
the Board of Directors with the person so appointed to such office to serve
until the next annual meeting of the members.
shall be the principal officer of the Association, responsible for the
administration of its affairs, including the appointment of standing and
special committees, and shall see that all orders, policies, and resolutions
of the Board of Directors are carried into effect. The Chairman shall direct
the employment of the President and other staff personnel as they are
required. Actions of the Chairman are subject to approval by the Board of
Directors. The Chairmanof the Board of Directors, shall preside at all
meetings of the Board of Directors.
shall execute contracts and other documents on behalf of the Association
except where the signing and execution thereof shall be expressly delegated
by the Board of Directors to some other officer or agent of the Association.
shall succeed to the office of Chairman of the Association upon the
expiration in the term of the Chairman, or upon the death or permanent
incapacity of the Chairman. As Chairman-Elect, he shall perform the duties of
the Chairman in the absence of the Chairman, and when so acting he shall have
all the powers of the Chairman. He shall also have such powers and perform
such other duties as from time to time may be assigned to him by the Chairman
or the Board of Directors. The Chairman-Elect, as the Vice Chairman of the
Board of Directors, shall preside at all meetings of the Board of Directors
in the absence of the Chairman.
The Vice Chairmen
shall perform such duties as the Board of Directors shall prescribe and shall
represent their respective states in the activities of the Association.
shall assist the Chairman in the administration of the Association's affairs.
His duties and responsibilities shall be prescribed by the Board of Directors
and directed by the Chairman. The President shall not be required to be a
member of the Association.
shall record action taken during meetings of the members, Board of Directors
and Board of Directors. He shall give, or cause to be given, notice of all
regular and special meetings of the members of the Association, the Board of
Directors and the Board Executive Committee, and shall perform such other
duties as may be prescribed by the Board of Directors and directed by the Chairman.
When authorized by the Board of Directors, he shall affix the seal of the
Association and attest to the signature of the officer executing any contract
or other document requiring the attestation of the Secretary.
shall be responsible for the financial accountability of the Association as
directed by the Board of Directors or the Chairman.
ARTICLE X: Indemnity of Directors
or former member of the Board of Directors and each current or former officer
of the Association shall be fully indemnified for expenses and costs
(including attorney's fees) actually and necessarily incurred by him in
connection with any claim asserted against him by action in Court or
otherwise by reason of his being or having been a member of the Board of
Directors or officer of the Association, except in relation to matters as to
which he shall have been guilty of negligence or misconduct in respect of the
matter in which indemnity is sought.
ARTICLE XI: Amendments
These By Laws
may be altered, changed, or amended by the affirmative vote of a majority of
the members of the Association at any meeting of the members of the
Association at which a quorum is present, provided such alterations, changes
or amendments have been approved by the Board of Directors and notice of the
proposed alteration, change, or amendment is contained in the notice of such