Maine Aquaculture Association By-Laws

Preamble
Purposes of the MAA

1 Membership
2 Dues
3 Meetings
4 Board of Directors
5 Officers
6 Referendum
7 Order of Business
8 Rules of Order
9 Amendments

Preamble
The purposes of this Association are:
• to work for the efficient production of food from Maine’s aquatic and marine environments;
• to provide a channel for the exchange of information among aquaculturists and the public;
• to suggest quality standards for aquaculture products;
• to express opinion to the public and to the legislative branches of local, state and federal government on issues; and
• to aid producers in the promotion of aquaculture products.

ARTICLE 1 – Membership
1. Qualification for Membership: Any person, firm,partnership of corporation engaged in commercial aquaculture production in the State of Maine shall be eligible for full membership, provided that no more than one full membership shall be established per firm. Any other individual, firm, partnership or corporation which is interested in the advancement of the purposes of this Association shall be eligible for associate membership.

2. Election of Members: After the first meeting, application for membership shall be made to the Executive Director. New members shall be elected to membership by majority vote of the Board of Directors.

3. Honorary Members: The Board of Directors, at a dulyorganized meeting, may elect honorary members by a unanimous vote of the Directors present.

4. Resignation: A member of the Association may resign by submitting a written resignation to the Executive Director. Such resignation shall be referred to the Board of Directors for action at their next meeting.

5. Termination of Membership: The membership of an member in the Association may be terminated by a three-fourths vote of the Directors present at any meeting of the Board of Directors called for that purpose, provided that by a resolution adopted by a similar vote the Board shall have found that actions of such member are prejudicial to the best interests of the Association for the reasons set forth in the resolution, and that a copy of the resolution shall have been mailed to the member by registered mail, and provided, further, that the member shall have an opportunity, upon notice of at least 30 days, to show cause why his, her or its membership should not be terminated as provided in this section.

ARTICLE 2 – Dues
1. The Annual Dues of each member shall be fixed annually by majority vote of the members at a regular meeting upon recommendation of the Board of Directors. Such dues shall be payable by each member upon receipt of an invoice for the same. Annual dues in excess of $35 may be invoiced quarterly if the member so elects.

2. Special Dues may be imposed to finance specific undertakings of the Association, but only upon a two-thirds vote of the entire membership of the Association.

3. Arrears: Members failing to pay their dues or
subscriptions within thirty days from the time that the same accrue shall be notified by the Executive Director, and if payment is not made within thirty days following, shall be reported to the Board of Directors as in arrears, and, if so ordered by the Board, shall be dropped from the roll and thereupon forfeit all rights and privileges of membership.

ARTICLE 3 – Meetings
1. Regular Meetings of the Members of the Association shall be held annually between 1 March and 30 August of
each year on such day and at such hour and place as the Board of Directors shall designate.

2. A Regular Meeting of the Board of Directors shall be held immediately following the regular meeting of the members of the Association without further notice to said Directors. A minimum of three additional regular meetings
of the Board of Directors will be held in person or by conference call during the calendar quarters in which the
Annual General Meeting is not held. Any member of the Association may attend a meeting of the Board of Directors,
but shall not, however, be entitled to vote thereat.

3. Regular Meetings of Standing Committees concerned with the establishment of Association Policy for the principal species or groups of species under cultivation in the State shall be held immediately preceding all meetings of the Board of Directors, except for the meeting held annually in conjunction with the regular meeting of the members.

4. Special Meetings of the members or of the Board of Directors may be called by the Chairman/President at any time and must be called by the Chairman/President upon the written request of three members of the Board of Directors. The Executive Director shall mail a written notice of the annual meeting, the special meeting, or a Board of Directors meeting to the membership concerned not less than seven days before the date on which such meeting is to be held, which notice will state the purpose of the meeting and shall specify the hour and the place at which it will be held. When, in the discretion of the Chairman/President, matters of extreme emergency arise, he may call a special meeting of the members of the Association or of the Board of Directors in twenty-four hours’ notice by telephone.

5. Quorum: The presence in person of one-third or more of the full membership of the Association shall be necessary to constitute a quorum for the transaction of business at any meeting the members of the Association.

6. Voting: At any meeting of the members or at any meeting of a Standing Committee, each full member of the Association shall be entitled to one vote.

7. Letter Ballot: The Board of Directors shall have the power to call for a ballot by mail or facsimile from each full
member and such ballot shall have the same force and effect as a vote cast at a meeting of the members of the Association.

ARTICLE 4 – Board of Directors
1. Number of Directors: The Board of Directors shall consist of nine members.
2. Nomination: At least thirty days prior to the date set for the meeting at which the Directors shall be elected, the Chairman / President will appoint a Nominating Committee to prepare a proposed slate of Directors to present at the meeting. Nominations may also be made from the floor of the meeting to elect a Board of Directors.
3. Election: At a regular meeting annually, active full members present shall elect by ballot one-third of the Directors for a three year term. The first election will consist of all nine members: three for one year, three for two years and three for three years.
4. Powers and Duties: The entire direction and management of the affairs of the Association shall be vested in its Board of Directors between membership meetings.
5. Vacancies: Any vacancy created on the Board of Directors through death, resignation, incapacity to act or other cause shall be filled by the Board of Directors for the unexpired term of the Director whose place shall be vacant and such successor shall hold office until the election and qualification of his / her successor. A majority of the Board may remove a fellow Director for failure to attend three consecutive meetings. The membership shall have the power to remove any Director by a two-thirds vote of the full members.

6. Quorum: A majority of the Directors in office at any time shall constitute a quorum for the transaction of business.

7. Indemnification: The Association shall indemnify and save harmless any and all persons who shall serve, or who-shall have served at any time as Directors, members of the Executive Committee or Officers, Executive Director, their respective heirs, administrators, successors, and assigns from and against any and all expenses, claims or losses of any description, including amounts paid upon judgments,counsel fees, and amounts paid in settlement (before and after suit is commenced) actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit, or proceeding which may be asserted against them, or any of them, by reason of their being or having been Directors, members of the Executive Committee, Officer, Executive Director, or person shall be adjudicated in any action suit, or proceeding to be liable for his / her own negligence or misconduct in the performance of duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any Bylaw, agreements or otherwise.

ARTICLE 5 – Officers

1. Election of Officers: Election of Officers: The President, Vice- President, Secretary and Treasurer, each of whom must be a member of the Board, shall serve for a term of one year. Upon the completion of the one-year term, each officer would rotate as follows: The President would be removed from Officer’s Slate, the Vice-President would become President, the Secretary would become Vice President, the Treasurer would become the Secretary and the Nominations Committee would recommend a new officer as Treasurer.

2. Chairman of the Board / President: The Chairman of the Board / President shall preside at meetings of the Board of Directors, and shall be the executive officer of the Association. He / She shall be a member ex-officio of all committees and shall exercise such other powers as the Board of Directors shall vest in him /her.

3. The Vice President / Chairman shall perform the duties and functions of the Chairman / President during his / her absence or illness.

4. The Secretary
shall attend all meetings of the Association and of the Board of Directors; shall keep minutes of all proceedings of such meetings and perform such other duties as the Board of Directors may require.

5. The Clerk / Treasurer
shall oversee the collection and receipt of all moneys of the Association. He / she also shall oversee the payment of all bills and insure the accurate accounting thereof. At each regular meeting of the Board of Directors he / she shall present for approval a written report of all financial transactions.

6. The Executive Director: An Executive Director may be appointed by the Board of Directors and, shall perform those duties delegated to him / her by the Board of Directors. He / she shall not be required to be a member of the Association or the Board of Directors. His / her remuneration shall be fixed by the Board of Directors.

7. Finance Committee: The Board of Directors shall. from time to time select from among the members assessed special dues in excess of the annual dues payable by each member, a Finance Committee to advise and consent to the adoption of an Association budget and the allocation of revenue derived from special dues to budgeted expenditures. The Clerk/Treasurer shall chair the Finance Committee.

ARTICLE 6 – ReferendumIf the Chairman / President or three members of the Board of Directors are of the opinion that a subject under consideration by the Board is general in its application to Aquaculturists and is of such importance as to require an expression of opinion from the members of the Association as a guide to the Board in acting on the subject, the President shall submit such subject to each member of the Association and request from him / her a written expression of his / her opinion thereon.

ARTICLE 7 – Order of Business
1. Roll Call.
2. Readings and approval of minutes of previous meeting.
3. Approval of financial statement.
4. Reports of officers.
5. Reports of special committees.
6. Reports of standing committees.
7. Unfinished business.

ARTICLE 8 – Rules of Order
All meetings of the membership will be conducted in accordance with Robert’s Rules of Order except as herein provided.

ARTICLE 9 – Amendments
These By-Laws may be altered or amended by a majority vote of the full membership present at any meeting of the members of the Association at which a quorum is present,provided notice of such proposed action shall have been given with notice of the meeting.