ARTICLE 1. NAME AND OFFICE
1. The name of this organization is the Marine Chemists’ Association, Inc. (the “Association”) and is referred to at times as the Marine Chemist Association and MCA.
2. The Association’s principal office in the State of Connecticut will be located in the Town of Stonington, or such other location as approved by the Association’s Board of Directors (“Board”).
ARTICLE 2. PURPOSES
The Association is an independent professional organization the members of which are or were marine chemists certified by the National Fire Protection Association (“NFPA”). The purposes of the Association shall be to conduct exempt activities within the meaning of Internal Revenue Code (“Code”) Section 501(c)(3), including:
1. To promote the science and improve the methods of evaluation that serve the purpose of eliminating health, fire and explosion hazards in marine and associated industries through education of its members.
2. To obtain and circulate information relative to these hazards and other information regarding the professional and ethical activities of its members.
3. To enhance the general welfare of its members by promoting a closer relationship between marine chemists certificated by the NFPA, and the various other industry and regulatory bodies involved with the marine industry.
4. Any other lawful activity consistent with Code Section 501(c)(3), including within such purposes the making of distributions to organizations that qualify as exempt organizations under Code Section 501(c)(3) which may hereafter be authorized by the Board.
ARTICLE 3. MEMBERSHIP
1. Membership Eligibility and Classes
(a) Membership shall be available to NFPA Certified Marine Chemists, retired NFPA Certified Marine Chemists, and individuals who are employed in an occupation requiring interaction with an NFPA Certificated Marine Chemist or a Marine Chemist trainee.
(b) Classes of Membership. There shall be three (3) classes of membership: Regular Membership, Associate Membership and Life Membership, as described below and in the Association’s Policies and Procedures Manual. Regular Members and Life Members are referred to collectively at times herein as “Voting Members”.
(i) Regular Member – A holder of an NFPA Marine Chemist Certificate shall be eligible for regular membership. A Regular Member shall pay dues as set by the Voting Members at the Annual Member Meeting. Each Voting Member shall have one (1) vote in those matters submitted to a vote of the Voting Members.
(ii) Associate Member – A former Regular Member whose certification as a marine chemist has expired or been suspended and who has formally expressed an interest in maintaining an active involvement in Association activities, and an individual who is employed in an occupation requiring interaction with a NFPA Certificated Marine Chemist shall be eligible for associate membership. This category includes trainees. An Associate Member shall pay dues as set by the Voting Members at the Annual Member Meeting and may serve on Association committees but is not a Voting Member and is not eligible to serve as an Officer or Director. Rights and privileges of Associate members are outlined in the Board Policies and Procedures Manual.
(iii) Life Member – an Associate Member who has been a Member for at least twenty (20) consecutive years and is a retired Marine Chemist is eligible to be elected to life membership after having been:
(A) recommended by the Voting Members of his/her section,
(B) recommended by one (1) certified Marine Chemist from each section, and
(C) nominated by the Board. A Life Member shall have all powers and privileges of a Regular Member, including the right to vote, but shall be exempt from paying dues. A Life Membership is a very special honor and should only be given to those whose service to the industry and the Association is considered exceptional, reflecting extraordinary service to the Association. An outline of exceptional, extraordinary service is outlined in the Board Policies and Procedures manual.
(D) Elected by a majority of membership present at an annual meeting.
2. Membership Admission, Suspension and Termination
(a) Admission of Regular Members shall be at the discretion of the Board. Application for membership shall be submitted to the Secretary-Treasurer for consideration. A two thirds (2/3) Board vote is required for admission to the Association. The Board may deny Membership to any person who, in the discretion of the Board, will not aid in advancing the mission of the Association.
(b) The Board, by a two-thirds (2/3) vote, may rescind, suspend, terminate or cancel membership for acts or omissions deemed not to be in the best interests of the Association or its purposes, or if a Member has engaged in unethical conduct or has been convicted of a felony. Any action resulting in an ethics violation shall be taken only upon recommendation of the Ethics Committee in accordance with the MCA Professional Code of Ethics and the MCA Ethics Procedure.
3. Membership Dues
(a) Dues for the various classes of membership and the sections shall be determined from time to time by the Voting Members acting on the recommendation of the Board at the Annual Member Meeting.
(b) Dues must be paid by in full by March 15th of each year for Members to remain in good standing.
(c) Late fees for dues will be set by the Board. Membership reinstatement will be in accordance with the Executive Board Policies and Procedures.
4. Annual Member Meeting. There shall be an Annual Member Meeting held during July each year, unless a different date is set and noticed by the Board, to install officers, set dues and to act on such other business as may properly come before the Annual Member Meeting.
5. Special Member Meetings. A Special Member Meeting may be called by the Board or shall be called on written application to the Board of at least fifteen percent (15%) of the Voting Members. No business other than that stated in the notice of the Special Member Meeting shall be conducted at that meeting.
6. Quorum. A quorum for the transaction of business at any Member Meeting shall be fifteen (15) Voting Members.
7. Notice. Notice of the time and place of a Member Meeting shall be given to all Members no less than thirty (30) nor more than sixty (60) days in advance of such meeting. Notice of the meeting may be electronic or by regular mail.
8. Record Date. The Record Date for determining the Members entitled to receive notice of a Member Meeting or action is thirty (30) days before the meeting or action.
9. Manner of Acting. The act of a majority of the Voting Members in attendance or submitting a ballot will be the act of the Members, except as set forth in Article 11 with respect to By-law amendments.
10. Meetings via Communications Equipment. Members may participate in Member Meetings, as determined by the Board, by means of audio or video conferencing, Zoom, telephone or similar communications equipment by means of which all Voting Members participating in the meeting can hear each other at all times. Participation in such a meeting shall constitute presence in person by a Member and shall be deemed waiver of all notice requirements.
ARTICLE 4. BOARD OF DIRECTORS
1. Power and Authority. All Association power shall be exercised by and under the authority of the Board of Directors (hereinafter “Board” collectively and “Directors” individually). All activities, properties and affairs of the Association shall be managed by or under the direction of the Board.
2. Constitution. The Board shall be comprised of the Association Officers and two (2) delegates from each section: Atlantic, Gulf-Inland and Pacific. The Board shall consist of the Officers of the Association (Article 8, Section 1, (a)) and two (2) delegates from each of three (3) sections: namely, Atlantic, Gulf-Inland and Pacific (the “Sectional Delegates”). By majority vote, the Voting Members of each section shall elect two (2) Sectional Delegates to the Board and one (1) alternate, to act when the Sectional Delegate is unavailable.
3. Duties of Sectional Delegates. The specific duties of Sectional Delegates to the Board are outlined in the Board Policies and Procedures Manual.
4. Duties and Operations of the Board.
(a) The Board shall have general charge of the affairs of the Association, and shall meet as needed to conduct business, no less than three (3) times per year.
(b) The Board normally meets in person but may meet virtually, in accordance with the Board Policies and Procedures Manual.
(c) The Association Secretary-Treasurer shall serve as the secretary of the Board.
(d) The Board shall determine the time and place of seminars as set forth in the Board of Directors Policies and Procedures Manual.
(e) The Board shall be responsible for setting training as appropriate to support the mission of the Association.
(f) Expenses of the Board and its authorized agents shall be paid by the Association in accordance with its Expense Policy.
5. Quorum and Voting. A majority of Directors then in office shall constitute a quorum at all Board meetings and a majority vote of those Directors attending shall be deemed the act of the Board.
6. Board Vacancies.
(a) If there is a vacancy of a Sectional Delegate to the Board, the section’s alternate will fill the remainder of the term.
(b) If there is a vacancy of the Chairman-Elect, Chairman or Past Chairman, the Board shall fill the vacancy, first seeking a Director from the same section as the departing Director.
(c) If there is a vacancy of the Secretary-Treasurer, the Executive Committee will fill the vacancy.
7. Removal. A Director may be removed only in the manner in which such Director was elected, with a 2/3 vote being required for removal.
ARTICLE 5. DIRECTORS’ CONFLICTING INTEREST TRANSACTIONS.
If any Director has a conflict of interest regarding a transaction with or for the Association, as that term is defined in Conn. Gen. Stat. Section 33-1127, the Association and that Director may proceed only as set forth in Conn. Gen. Stat. Section 33-1127 et seq.
ARTICLE 6. COMMITTEES.
1. There shall be the following Board Standing Committees:
In addition, the Board may establish other Standing Committees or ad hoc committees as it deems advisable. The Board may name a committee chairman or direct the committee members to name a chairman.
2. Conduct of Committees. A majority of the members of each committee is required for a quorum.
All committees shall act by majority vote of the full committee. Each committee may act remotely as set forth in the Board Policies and Procedures Manual. Minutes shall be kept for all meetings of committees exercising delegated authority by the Board.
3. Executive Committee. An Executive Committee consisting of the Chairman, Past Chairman, Chairman-elect and Secretary-Treasurer may act between Board meetings to conduct Association business which is deemed too urgent to wait for a Board meeting.
4. Ethics Committee. An Ethics Committee comprised of four (4) Members, one per section (generally the senior delegate to the Board) and the Past Chairman, who will serve as chairman of the Ethics Committee. The Past Chairman will not have vote on Ethics Committee decisions.
The Ethics Committee shall utilize the current Association Ethics Policy and Cannons as a guide in investigating an ethics complaint. In the event of a conflict of interest, the Chairman may appoint another individual on the Board of Directors to replace an individual.
5. Finance Committee. A Finance Committee comprised of the Chairman, Chairman-Elect and Past Chairman.
The Secretary-Treasurer shall prepare an annual budget for submittal to the Finance Committee. The Finance Committee will approve the budget for the Secretary-Treasurer to submit to the Marine Gas Hazard Control Program for the annual grant.
The Secretary-Treasurer will keep the Finance Committee apprised of the financial aspects of the Association throughout the year. The Secretary-Treasurer will notify the Finance Committee if any budget item goes over by more than 10% before any additional spending can occur on that budget item.
ARTICLE 7. APPOINTMENTS TO THE MARINE CHEMIST QUALIFICATION BOARD.
The Marine Chemist Qualification Board (MCQB), appointed by the NFPA Board of Directors, in accordance with the National Fire Protection Association Regulations for the Organization and Function of the Marine Chemist Qualification Board, as amended. The MCQB establishes the Rules for the Certification and Recertification of Marine Chemists, acts on applications for certification and recertification as a Marine Chemist or registration as a trainee, suspension, revocation and renewal of such certification.
1. Any Member seeking to be a candidate for MCQB shall submit a letter to the Secretary-Treasurer containing biographical information on the candidate’s qualifications and state the candidate’s willingness to serve in the position.
2. The member will be voted in by a majority of the membership present or those submitting ballots either in person or electronically. If only one member applies to serve on the MCQB the Board of Directors can vote them in without a membership vote.
3. MCQB members are initially elected as alternates to the MCQB and automatically succeed the principal when the term of such member expires. A regular term as a principal and alternate on the MCQB is six (6) years. However, after two (2) years of service, the Board shall review the performance of such MCQB member to determine whether to affirm such MCQB principal and alternate representative members. If the current representative member is not reappointed, the alternate will automatically become the principal and an election for a new member will be held in accordance with this section.
ARTICLE 8. OFFICERS.
The officers of the Association shall be the Chairman, Chairman-elect, past Chairman and the Secretary-Treasurer.
1. The Chairman shall preside at all meetings of the Board and Executive Committee.
2. Should the Chairman, Past Chairman or the Chairman-elect be temporarily unable to fulfill his or her respective duties, the Board shall appoint a Director to undertake those duties until such time as the Officer shall resume such duties, or, until a new chairman-elect is duly elected.
3. The Secretary-Treasurer shall be appointed by the Board to serve at its pleasure and shall be compensated for services and expenses as directed by the Executive Committee. The Secretary-Treasurer need not be a member of the Association. The duties of the Secretary-Treasurer are outlined in the Board of Directors Policies and Procedures Manual. As determined by the Board an individual to aid the Secretary Treasurer may be appointed by the board to serve at its pleasure and shall be compensated for services and expenses as directed by the Executive Committee. Responsibilities of this position will be determined by the Board.
4. Terms of the Chairman-elect, Past Chairman and Chairman are two (2) years. The Chairman-elect will serve two (2) years and then move into the Chairman position followed by the Past Chairman position.
ARTICLE 9. NOMINATIONS FOR CHAIRMAN-ELECT.
The Past Chairman shall be responsible for overseeing the nomination and election process for the Chairman-elect. The Past Chairman shall seek other Members to assist in such process as is deemed necessary.
1. There shall be a sixty (6o) day window for nominations for Chairman-elect prior to voting. The nomination period shall start on or about November 1st prior to an election year. On about January 1st of the year in which a new Chairman-elect is to be elected voting will begin and shall be completed by approximately March 1st. The Chairman-elect will begin his term during the annual meeting.
2. A candidate for Chairman-elect shall submit a letter to the Past Chairman, during the nomination period containing biographical information on the candidate’s qualifications, and stating that the candidate is willing to serve for two (2) years as Chairman-elect and then two years as Chairman and two years as Past Chairman.
3. The Past Chairman shall compile and submit to the Secretary-Treasurer a list of those Members seeking election as Chairman-elect. Nominees will be listed alphabetically.
4. If there are at least two (2) candidates, voting shall occur in person and/or by ballot.
5. In the event of a tie or only one candidate, the Board will determine the Chairman-elect, who shall begin his or her service during the Annual Meeting.
ARTICLE 10. INDEMNIFICATION.
To the full extent authorized under the laws of the State of Connecticut, the Association shall indemnify any officer, board or committee member (officers and board members are referred to in this Article individually as an “indemnitee”) against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such officer, board or committee member, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
The Association shall maintain Directors and Officers insurance for the Board of Directors and Officers and Liability insurance for the Association.
ARTICLE 11. AMENDMENTS TO THE BY-LAWS
Amendments to the By-Laws may be proposed by the Board or by petition of two (2) or more Voting Members submitted to the Secretary-Treasurer. A proposed amendment presented by petition shall be submitted to the Voting Members only upon a determination by the Board, in its sole discretion, that the proposed By-Law amendment would not be unlawful or cause harm to the Association.
The affirmative vote of two-thirds (2/3) of the votes cast by Voting Members present at an Annual Member Meeting or electronically submitted ballots shall be necessary to amend the By- Laws.
ARTICLE 12. BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board and all committees having any authority of the Board and shall keep such records at its registered or principal office.
ARTICLE 13. FISCAL YEAR
The fiscal year of the Association shall end on December 31 in each year.
ARTICLE 14. CONTRACTS, CHECKS, DEPOSITS AND FUNDS
1. The Secretary-Treasurer and any other Association Officer so authorized by written resolution of the Board shall have the power and authority to enter into any contract or execute and deliver any instrument in the Association’s name, except as may be specifically limited by the Board.
2. All checks, drafts, or orders for the payment of money, notes or other evidence of indebtedness issued in the Association’s name, shall be signed by the Secretary-Treasurer or such officer of the Association as shall from time to time be determined by written resolution of the Board.
3. All Association funds shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositaries as the Board may select.
ARTICLE 15. PROHIBITION AGAINST SHARING IN EARNINGS OR PROPERTY
No Member, Officer, Director or any other private individual shall receive at any time any of the earnings of the Association or any distribution or assignment of its property, provided that this shall not prevent the payment to such person of reasonable compensation for services rendered to or for the benefit of the Association in carrying out its Purposes; and no such person or persons shall be entitled to share in the distribution of any of the assets upon the dissolution of the Association.
ARTICLE 16. PROHIBITED ACTIVITIES
Notwithstanding any other provision of these By-laws, no Member, Officer, Director or agent of the Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Code Section 501(c)(3) and its regulations, as they now exist or may hereafter be amended.
ARTICLE 17. DISSOLUTION
Upon dissolution of the Association, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Code Section 501(c)(3) which have a purpose similar or related to the Association.