By-Laws
BY-LAWS
OF
NATION'SPORT LTD.
(A Not-For-Profit Corporation)
ARTICLE I
OFFICES
The registered office of the corporation in the State of Delaware shall be located in the city and state designated in the certificate of incorporation. The principal office or place of business of the corporation shall be at such place within or without the State of Delaware as the Board of Directors may from time to time approve.
ARTICLE II
PURPOSES
The nature of the business or purposes to be conducted or promoted is: a bi-state coalition of business, labor, government and community leaders organized (a) to engage in activities supporting (i) strategic investment in the improvement and modernization of the Port of New York and New Jersey to insure continued regional economic development and (ii) environmental protection and restoration of the Port's natural resources as well as (b) to engage in any lawful act. or activity for which corporations may be organized under the General Corporation Law of Delaware. The corporation shall be a non-stock, nonprofit corporation.
ARTICLE III
MEMBERS
1. Qualification for Membership. Those eligible and qualified to become members of the corporation are business entities, labor organizations, governmental agencies, associations, community bodies and business, labor, government and community leaders located, residing, doing business or operating in New Jersey and New York who are interested in the economic and environmental issues affecting the Port of New York and New Jersey.
2. Termination of Membership. The right or interest of a member shall not terminate except upon the happening of any of the following events: death, resignation, expulsion, expiration of a term of membership, dissolution or liquidation of the corporation.
3. Membership Meetings. The annual meetings of the members of the corporation shall be held on such date or dates as shall be fixed from time to time by the Board of Directors of the corporation. If the date or dates are not so fixed, annual meetings may be held as determined by the Chairperson of the Board of Directors. The first annual meeting shall be held on a date within twelve months after the formation of the corporation. Each successive annual meeting shall be held on a date not more than twelve months following the preceding annual meeting. Special meetings of members may be called by the executive director of the corporation or a majority of the Board of Directors. Special meetings shall be held as permitted by law on such date or dates as may be fixed from time to time by the Board of Directors of the corporation, the Chairperson of the Board of Directors or the members of the corporation.
4. Location of Meetings. Any annual or special meeting of the members of the corporation may be held at such place within or without the State of Delaware as the Board of Directors of the corporation may from time to time fix. In the event the Board of Directors shall fail to fix the place of the meeting or the members of the corporation are entitled in accordance with the law to call or convene a special meeting, then such meeting shall be held at the principal office of the corporation.
5. Notice of Meetings. Written notice stating the place, date and hour of the meeting shall be given for all meetings and unless it is an annual meeting, such notice shall state the person or persons calling the meeting. Notice of special meetings shall also include the purpose or purposes for which the meeting is called. Written notice shall be given either personally, or by electronic mail,. If notice is mailed, it shall be mailed to each member of the corporation at his address as it appears on the records of the members of the corporation. If a member has filed with the secretary of the corporation a written request that notices be mailed to some other address, then such notice shall be directed to him at such other address. When a meeting of the members of the corporation is adjourned and the time and place to which the meeting is adjourned are announced at the meeting, it shall not be necessary to provide any further notice of the time and place of the adjourned meeting. However, if the Board of Directors fixes a new record date for an adjourned meeting or the adjournment is for more than 30 days, a new notice shall be given in the same manner as herein provided. Notice of a meeting need not be given to any member of the corporation who submits a signed waiver of notice before or after the meeting. Any notice of meeting to the members of the corporation relating to the election of the Board of Directors shall set forth any amendments to the by-laws of the corporation adopted by the Board of Directors together with a concise statement of the changes made.
6. Record of Members. A list or record of members of the corporation entitled to vote at any meeting of members shall be prepared at least 10 days prior to any meeting of the members of the corporation. Such list shall be produced and kept at the time and place of the meeting of the members during the whole time thereof, and may be inspected by any member of the corporation who is present. Such list or record shall be the only evidence of the right of the persons to vote at such meeting, and all persons who appear on the list or record may vote at the meeting of the members.
7. Order of Business. The order of business at the annual meeting of members shall be as follows:
(a) Roll call,
(b) Reading notice and proof of mailing,
(c) Reading of the minutes of the last preceding meeting,
(d) Report of the president,
(e) Report of the secretary,
(f) Report of the treasurer,
(g) Election of the Board of Directors,
(h) Report of any standing committees,
(i) Old business,
G) New business, and
(k) Adjournment.
In the absence of an objection, the presiding officer of the meeting has the discretion to vary the order of business.
8. Designated Proxies. Every member of the corporation entitled to vote at a meeting of the members of the corporation or to express consent or dissent without a meeting may authorize one other person to act for him by proxy in all matters in which a member of the corporation may participate. The name of that designated proxy must be provided to the Secretary.
9. Quorum. The presence at any meeting of the members of the corporation of not less than one-third of the members of the corporation shall constitute a quorum and shall be necessary to conduct the business of the corporation.
10. Adjournment of Meetings. A majority of the members of the corporation present or represented at such meeting may adjourn the meeting. When a quorum is present at any adjourned meeting, any business may be transacted which may have been transacted at the meeting originally called.
11. Action by the Members of the Corporation. Except as otherwise stated by law or these bylaws, the vote of a majority of the members of the corporation present at the time of a vote on all matters other than the election of the Board of Directors shall be the act of the members of the corporation provided a quorum is present at such time. Members of the Board of Directors shall be elected by a plurality of the votes of the members of the corporation. Each member of the corporation present in person or by designated proxy shall have one vote upon all questions presented for action at any meeting of the members of the corporation.
13. Fixing Record Date. The Board of Directors of the corporation shall fix a record date for the purpose of determining the members of the corporation entitled to notice of, to vote, to express consent to or dissent from any proposal without a meeting, or for any other proper purpose. Such record date shall not be more than 60 days nor less than 10 days prior to the date of such meeting or consent. If no record date is fixed, the record date for the determination of the members of the corporation entitled to vote at a meeting of the members of the corporation shall be the close of business on the day next preceding the day on which notice is given, or if notice is waived at the close of business on the day next preceding the day on which the meeting of the members of the corporation is held. The record date for determining the members of the corporation for any purpose other than that specified in the preceding sentence shall be the close of business on the day on which the resolution of the Board of Directors relating thereto is adopted. Establishment of a record date shall apply to the adjournment of any meeting of the members of the corporation unless a new record date is fixed by the Board of Directors for such adjourned meeting.
14. Membership Certificates. The Board of Directors may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the corporation. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of any officer or officers designated by the Board of Directors and may bear the seal of the corporation or a facsimile thereof.
15. Membership Fees. The corporation may levy initiation fees, dues and assessments on its voting and non-voting members. Dues shall be payable annually in advance in accordance with such schedule as may be adopted by the Board of Directors. Thereafter, annual du3es shall be assessed on the twelve-month anniversary date of the membership. Dues in arrears shall disqualify members from participation in the organization. Prior to the expulsion of a member of the corporation for failure to pay such initiation fees, dues or assessments, the corporation must give the member notice of any charges levied against him and an opportunity to respond thereto.
ARTICLE IV
BOARD OF DIRECTORS
1. Management of the Corporation. The corporation shall be managed by its Board of Directors. Each Board of Directors member shall be at least 18 years of age. The initial Board of Directors shall consist of 22 persons. Thereafter, the number of Board of Directors members constituting the entire Board of Directors shall not be fewer than 12 and not more than 50. Subject to the foregoing, the number of Board of Directors members may be fixed from time to time by action of the members of the Board of Directors. The number of Board of Directors members may be increased or decreased by action of the members of the corporation or the Board of Directors provided that any action by the Board of Directors to effect such increase or decrease shall require the vote of a majority of the entire Board of Directors. No decrease shall shorten the term of any Board of Directors member then in office.
2. Election and Term of Board of Directors. The first Board of Directors shall consist of those persons elected by the incorporators and shall hold office until the first annual meeting of the members of the corporation and until their successors have been duly elected and qualified. At the first annual meeting of the members of the corporation, there shall be an election for members of the Board of Directors, of whom one-third shall be elected for a term of one year, one-third for a term of two years and one-third for a term of three years. At each annual meeting of the members of the corporation thereafter a number of Board of Directors members equal to those whose terms have expired shall be elected for the term of three years and until their successors have been duly elected and qualified, or until the prior death, resignation or removal of the Board of Directors member.
3. Removal of Board of Directors Members. Any Board of Directors member may be removed for cause by a majority vote of the members of the corporation. The Board of Directors may also remove any Board of Directors member for cause but only at a special meeting of the Board of Directors called for that purpose.
4. Resignation of Board of Directors Members. A Board of Directors member may resign from office at any time by delivering a written resignation to the Board of Directors or to the president or secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or the president or secretary of the corporation. Acceptance of such resignation shall not be necessary to make it effective.
5. Compensation of Board of Directors Members. The Board of Directors shall have the authority to fix the compensation, if any, of the members of the Board of Directors.
6. Newly Created Positions or Vacancies. Newly created positions or vacancies in the Board of Directors may be filled by a vote of a majority of the members of the Board of Directors then in office. Such a vote is valid even though less than a quorum exists unless otherwise provided in the certificate of incorporation of the corporation. A Board of Directors member elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his predecessor.
7. Place and Time of Board of Directors Meetings. Meetings of the Board of Directors shall be held at any place within or without the State of Delaware as the Board of Directors may from time to time fix or as shall be specified in the notice or waiver of notice thereof. An annual meeting of the Board of Directors shall be held at such time and place as shall from time to time be fixed by the Board of Directors or by the person or persons calling the meeting.
8. Notice of Annual Board of Directors Meetings. No notice shall be required for annual meetings of the Board of Directors for which the time and place have been fixed.
9. Special Meetings of the Board of Directors. Special meetings may be called by or at the direction of the Chairperson of the Board of Directors, the executive director of the corporation, or upon written request to the executive director of the corporation by 10 members of the Board of Directors. Notice of the time and place of each special meeting of the Board of Directors shall be mailed to each Board of Directors member postage prepaid and addressed to him at his residence or usual place of business, or at such other address as he may have designated in a written request filed with the secretary of the corporation at least 8 days before the day on which the meeting is to be held. However, if such notice is for a special meeting requiring prompt action, such notice May be sent to the members of the Board of Directors at such address by telegram, cablegram, facsimile transmission, telephone or electronic mail, not less than 48 hours before the time at which such meeting is to be held. The requirement for furnishing notice of a meeting may be waived by any Board of Directors member who signs a waiver of notice before or after the meeting, or who attends the meeting without protesting the lack of notice to him.
10. Quorum. Except as otherwise stated by law, the certificate of incorporation of the corporation or these bylaws, a simple majority of the members of the Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business. At any meeting held to remove one or more Board of Directors members, a quorum shall consist of a majority of the Board of Directors members present at such meeting. Whenever a vacancy on the Board of Directors shall prevent a quorum from being present, then the quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy.
11. Adjournment of Meeting. A majority of the Board of Directors members present, whether or not a quorum, may adjourn a meeting to another time and place.
12. Action of the Board of Directors. Except as otherwise stated by law or these bylaws, the vote of a majority of the Board of Directors members present at the time of vote, if a quorum is present at such time, shall be the act of the Board of Directors. Each Board of Directors member present shall have one vote. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or the other committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors or the other committee shall be filed with the minutes of the proceedings of the Board of Directors or the other committee.
13. Telephone Conference. One or more members of the Board of Directors or a committee thereof may participate in a meeting of the Board of Directors or the other committee by means of a conference telephone call or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
14. Presiding Officer of Meetings. The Chairperson of the Board of Directors shall preside at all meetings of the members of the corporation and of the Board of Directors. If there be no Chairperson or in his absence, the Vice-Chairperson shall preside. If there be no Vice Chairperson or in his absence, any other Board of Directors member chosen by the Board of Directors shall preside.
15. Committees. Whenever by resolution adopted by a majority of the entire Board of Directors, the Board of Directors may designate from their number standing committees. Each committee so designated shall consist of at least 3 Board of Directors members, Such committees shall have such authority as the Board of Directors may delegate except to the extent prohibited by law. In addition, the Board of Directors may establish special committees for any lawful purpose. Such special committees shall have such powers as the Board of Directors may lawfully delegate. Each committee shall serve at the pleasure of the Board of Directors.
STANDING COMMITTEES
PORT COMMITTEE – There shall be a standing Port Committee (composed of no fewer than ____[#]____ members of the Board of Directors,) CHAIRED BY A MEMBER OF THE BOARD to be appointed by the Chair of the Board and approved by the Board of Directors for a term of one year or until their successor IS (s are) appointed and approved. (The Port Committee shall seek nominees that reflect broad bi-state representation.
INLAND TRANSPORTATION COMMITTEE – There shall be a standing Inland Transportation Committee (composed of no fewer than ____[#]____ members of the Board of Directors,) CHAIRED BY A MEMBER OF THE BOARD to be appointed by the Chair of the Board and approved by the Board of Directors for a term of neyear or until their successor IS (s are) appointed and approved. (The Inland Transportation Committee shall seek nominees that reflect broad bi-state representation.)
LAND USE & DEVELOPMENT COMMITTEE – There shall be a standing Land Use & Development Committee CHAIRED BY A MEMBER OF THE BOARD (composed of no fewer than ____[#]____ members of the Board of Directors), to be appointed by the Chair of the Board and approved by the Board of Directors for a term of one year or until their successor IS (s are) appointed and approved. (The Land Use & Development Committee shall seek nominees that reflect broad bi-state representation.)
LABOR & WORKFORCE DEVELOPMENT COMMITTEE – There shall be a standing Labor & Workforce Development Committee CHAIRED BY A MEMBER OF THE BOARD ((composed of no fewer than ____[#]____ members of the Board of Directors), to be appointed by the Chair of the Board and approved by the Board of Directors for a term of one year or until their successor IS (s are) appointed and approved. (The Labor & Workforce Development Committee shall seek nominees that reflect broad bi-state representation.)
ADVISORY
GOVERNMENT COMMITTEE – There shall be a Government Advisory Committee CHAIRED BY A MEMBER OF THE BOARD (composed of five members of the Board of Directors), to be appointed by the Chair of the Board and approved by the Board of Directors for a term of one year or until their successor IS (s are) appointed and approved. (The Government Advisory Committee shall seek nominees that reflect broad bi-state representation.)
ACADEMIC COMMITTEE – There shall be an Academic Advisory Committee CHAIRED BY A MEMBER OF THE BOARD (composed of five members of the Board of Directors), to be appointed by the Chair of the Board and approved by the Board of Directors for a term of one year or until their successors are appointed and approved. (The Academic Advisory Committee shall seek nominees that reflect broad bi-state and academic institution representation.)
ADMINISTRATIVE/MANAGEMENT COMMITTEES
NOMINATING COMMITTEE - There shall be a Nominating Committee composed of five members of the Board of Directors, to be appointed by the Chair of the Board and approved by the Board of Directors for a term of one year or until their successors are appointed and approved. The Nominating Committee shall seek nominees that reflect broad bi-state representation.
Duties – Balloting
The Nominating Committee shall prepare a ballot listing nominees recommended by the Committee and providing blank spaces to permit members of Nation’sPort to write-in other nominations for the Directors to be elected at the annual meeting of Nation’sPort’s members; shall arrange for the mailing of the ballots and proxies not later than two weeks before the date of the annual meeting to all members of Nation’sPort with explicit instructions for the use of such ballots and proxies and shall arrange to conduct and certify a canvass of all ballots returned, in time for a report to the Board of Directors at its meeting following the annual meeting. It shall preserve the ballots for at least one month following the canvass of ballots.
Duties – Slate of Officers
The Nominating Committee shall present to the Board of Directors at its meeting following the annual election of Directors its nominations for the officers AND AT-LARGE MEMBERS (of Chair of the Board, Treasurer, and Secretary )as authorized by the Board. In addition nominations to fill any of the aforementioned offices may be made by any member of the Board present.
FINANCE COMMITTEE - There shall be a Finance Committee composed of five members of the Board of Directors, to be appointed by the Chair of the Board and approved by the Board of Directors for a term of one year or until their successors are appointed and approved.
ARTICLE V
NOMINATING COMMITTEE
1. How Chosen. There shall be a Nominating Committee which shall consist of 3 Board of Directors members appointed by the Board of Directors each year.
2. Election of Board of Directors Members. The Nominating Committee shall name nominees for positions on the Board of Directors to be elected by the members of the corporation, which positions will become vacant at the next annual meeting of the members of the corporation, and two nominees for inspector to serve as such at the annual election. In the event that a vacancy occurs before election, the Nominating Committee shall immediately designate such substitution. Independent nominations may be made in writing and submitted to the secretary of the corporation by any group of not less than 20 members of the corporation acting jointly. The names of all nominees for the Board of Directors shall be deposited with the secretary of the corporation not later than 20 days before the regular annual meeting of the members of the corporation and shall be placed by him on a ballot which shall be mailed to all members of the corporation with the notice of annual meeting.
ARTICLE VI
EXECUTIVE COMMITTEE
1. How Chosen. There shall be an Executive Committee which shall consist of the elected officers and standing committee chairpersons of the Board of Directors members appointed by the Board of Directors.
2. Function. The Executive Committee advises and makes recommendations to the full Board of Directors with respect to matters of policy relating to the general conduct of the business of the corporation. The Executive Committee may authorize, whether generally or specifically, the executive director to sign alone contracts and hire employees.
ARTICLE VII
OFFICERS
1. Appointment of Officers. The Board of Directors may elect or appoint a Chairperson of the Board of Directors, an Immediate Past Chairperson of the Board of Directors, a Chairperson Elect of the Board of Directors, an Executive Director, a Secretary, a Treasurer or such other officers as the Board of Directors may from time to time appoint. One person may hold more than one office in the corporation except that no one officer may hold the offices of executive director and secretary. The salaries, if any, of all officers shall be fixed by the Board of Directors.
2. Term of Appointment. Each officer shall hold office for a two year period until the bi-annual meeting of the Board of Directors and until his successor has been duly elected and qualified.
3. Removal. Any officer may be removed with or without cause by a vote of the majority of the Board of Directors. In the event of the death, resignation or removal of an officer, the Board of Directors in its discretion may elect or appoint a successor to fill the unexpired term.
4. Presiding Officer of Meetings. The Chairperson shall preside at all meetings of the members of the corporation and of the Board of Directors. If there be no Chairperson or in his absence, the Vice-Chairperson shall preside. If there be no Vice-Chairperson or in his absence, any other Board of Directors member chosen by the Board of Directors shall preside.
5. Executive Director. The executive director of the corporation shall be the president and chief executive officer of the corporation and shall have general supervision of the affairs of the corporation. He shall keep the Board of Directors fully informed about the activities of the corporation. He shall ensure that all orders and resolutions of the Board of Directors are carried into effect. He shall have the power to sign alone all contracts authorized, whether generally or specifically, by the Board of Directors or the Executive Committee unless the authorizing committee shall specifically require an additional signature in the name of the corporation. He shall have the power to hire employees as authorized by the Board of Directors or the Executive Committee. He shall perform such other duties as shall from time to time be assigned to him by the Board of Directors.
6. Secretary. The secretary of the corporation shall attend all meetings of the members of the corporation, the Board of Directors and such other committees as the Board of Directors shall decide. He shall preserve in the books of the corporation true minutes of the proceedings of all such meetings. He shall safely keep in his custody the seal of the corporation and shall have the authority to affix it to all instruments where its use is required. He shall give all notices required by statute, these bylaws, or resolutions of the Board of Directors, and shall perform any other duties as may be assigned to him by the Board of Directors. He shall keep a membership roll containing the names of all persons who are members of the corporation arranged alphabetically and showing their places of residence or employment and the time when they became members.
7. Treasurer. The treasurer of the corporation shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the corporation. He shall have the care and custody of all of the funds and securities of the corporation. He shall deposit or cause to be deposited said funds in the name and to the credit of the corporation in such bank accounts at such depositories as the Board of Directors may from time to time determine. He shall disburse funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for the disbursements. He shall render to the executive director and Board of Directors members at the annual meetings of the Board of Directors and whenever requested by them, an account of all treasurer transactions and of the financial condition of the corporation. If required by the Board of Directors, he shall deliver to the executive director, and shall keep in force, a bond in form, amount and with a surety or securities satisfactory to the Board of Directors, conditioned for faithful performance of the duties of the office, and for restoration to the corporation in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in the possession or control of the treasurer and belonging to the corporation. When duly authorized by the Board of Directors, he shall sign and execute all contracts in the name of the corporation when counter-signed by the executive director of the corporation. He shall also sign checks, drafts, notes and orders for the payment of money, which shall have been duly authorized by the Board of Directors and counter-signed by the executive director of the corporation. He shall perform any other duties as may from time to time be assigned to him by the Board of Directors. The President/Executive Director may, when authorized by the Board, obtain the professional assistance of an accountant or other appropriate accounting services in order to perform or assist in the performance of the Treasurer's duties, and Nation’sPort shall pay the reasonable expenses for such assistance.
ARTICLE VIII
MISCELLANEOUS
1. Maintenance of Records. The corporation shall keep complete and correct records and books of account of the corporation, including a minute book, which shall contain a copy of the corporation's certificate of incorporation, a copy of these bylaws and all minutes of the meetings of the Board of Directors or any committee thereof, and the members of the corporation, as well as a list or record containing the names and addresses of all members of the corporation.
2. Corporate Seal. The corporate seal shall be in such form as the Board of Directors shall from time to time prescribe.
3. Fiscal Year. The fiscal year of the corporation shall be fixed by the Board of Directors from time to time subject to applicable law.
ARTICLE IX
CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the corporation and shall determine who shall be authorized in the corporation's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents. The funds of the corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.
ARTICLE X
INDEMNIFICATION
The corporation may to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate was a Board of Directors member, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against judgments, fines, amounts paid in settlement and expenses, including attorneys' fees.
ARTICLE XI
AMENDMENTS
These bylaws may be amended, altered, or repealed, and new bylaws may be adopted, by the members of the corporation entitled to vote in the election of Board of Directors at a special meeting of the members of the corporation called for the purpose of amending, altering, repealing or adopting the bylaws provided that any notice of such meeting include notice of the proposed amendment, alteration, repeal or adoption of the bylaws. Bylaws may also be amended, altered, repealed or adopted by the Board of Directors but any bylaw so amended, altered, repealed or adopted by the Board of Directors may be amended by the members of the corporation entitled to vote thereon as hereinabove provided.
Summary of By-Laws Amendments
On July 7, 2000, the By-Laws were formally amended to create two Co-Chairs, one from New York and one from New Jersey. The Steering Committee was formally renamed the Board of Directors and the name "Steering Committee" was dropped.
On April 11, 2001, the By-Laws were amended to provide that the Executive Committee shall consist of "at least 4 members to be appointed by the Board of Directors."
