Constitution and By-Laws

PORT ARANSAS BOATMEN, INC.

CONSTITUTION

ARTICLE I: NAME

The name of this organization is Port Aransas Boatmen, Inc., or abbreviated PAB, Inc.

ARTICLE II: PURPOSE AND OBJECTIVES

The purposes and objectives of PAB, Inc. are:

(A) To promote and insure maximum boating safety in accordance with the laws of the State of Texas and the U.S. Coast Guard.

(B) To promote good sportsmanship.

(C) To promote conservation of natural resources and wildlife.

(D) To foster and promote high standards in fishing and the use of fishing tackle and methods through information and education.

(E) To help increase business in Port Aransas and the surrounding cities.

(F) To promote good will among the citizens of Port Aransas by sponsoring community benefits and social entertainment.

(G) To work for fishing rights of both for hire and recreational interests.

ARTICLE III: MEMBERSHIP – VOTING

1. A MEMBER shall be a boatman who holds a valid license issued by the U.S. Coast Guard to carry passengers for hire, and who has been approved by the membership of PAB, Inc.

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2. When a member reaches sixty-five and has been an active member for ten years, member shall then be designated a “LIFETIME MEMBER”, exempt from paying dues thereafter and continue to enjoy full privileges of a member.

3. An ASSOCIATE MEMBER who has been in good standing for two years and has been active in PAB, Inc. activities including but not limited to: Attending regular meetings, working in the Deep Sea Round-ups may apply for a Voting Membership by submitting a letter showing participation in PAB, Inc. activities to the Board of Directors for review and recommendation. Upon approval of the Membership, member shall be designated a “Voting Associate Member”, and have the right to vote. (Member shall be able to enjoy all the privileges of a “Regular Member”).

ARTICLE IV: MEMERSHIP – NON -VOTING

1. An ASSOCIATE membership may be extended to persons who are interested in the goals and objectives of PAB, Inc., and will contribute their time and talent to those goals and objectives.

2. An HONORARY membership may be extended by action of PAB, Inc. to recognize individuals.

ARTICLE V: APPLICATION FOR MEMBERSHIP

1. To request MEMBER or ASSOCIATE MEMBER status in PAB, Inc., an applicant must:

(A) Obtain and be sponsored by a current voting member, who will be responsible for orienting the applicant on the purposes and objectives of the PAB, Inc. as outlined in Article II of the Constitution.

(B) Submit a letter requesting membership which has been endorsed by the sponsor, to the President who will present it to the Board of Directors (BOD) at their next meeting for review and recommendation. If the request is for MEMBER status, a copy of the front and back of the applicant’s U.S. Coast Guard license must be attached.

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(C) After the Board meeting, appear in person at a regular membership meeting where the application will be voted on by a show of hands of the MEMBERS present.

2. If there are any negative votes, the application will be referred to the Board for inquiry, consideration and decision. The Board shall immediately convene in Executive Session with the person(s) casting the negative vote(s) and shall consider the reason for such vote(s). After considering the reason, the Board shall make a determination as to whether or not there is just cause for refusing membership to the applicant. If the Board determines there is just cause for refusing membership to the applicant, membership shall be denied. If the person(s) who cast the negative vote fails or refuses to appear at the Executive Session of the Board or if the Board determines there is no just cause to refuse membership to the applicant, then the applicant shall become a MEMBER or ASSOCIATE MEMBER and except as provided herein be granted all the privileges of membership. The decision of the BOARD shall be final.

3. If the application is approved, the MEMBER or ASSOCIATE MEMBER shall be on probation for a period of one year following the approval date. During the one year probation period, the MEMBER or ASSOCIATEMEMBER must attend at least four (4) meetings of the general membership and participate on at least two (2) of the event committees of PAB, Inc. A MEMBER in their probations period shall be eligible to vote on PAB, Inc. issues. 

4. Anyone who has been dismissed or whose membership has lapsed for failure to pay dues may apply for reinstatement by following the above procedure.

ARTICLE VI: DUES

1. The annual dues for each MEMBER or ASSOCIATE MEMBER will be $100.00 and will be due and payable on January 1st, each year. Any MEMBER or ASSOCIATE MEMBER who fails to pay member dues by the start of the monthly meeting of the Port Aransas Boatmen, Inc. on March 1st, shall be automatically dismissed as a MEMBER or ASSOCIATE MEMBER by an action of the Board of Directors.

2. LIFETIME and HONORARY MEMBERS are not required to pay dues.

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ARTICLE VII: ELECTIVE OFFICES AND DUTIES

1. PRESIDENT, whose duties shall be to preside at all meetings of PAB, Inc., to appoint committees, to supervise the general operations, to carry out decisions of the Board of Directors and to serve as the official representative –at-large for PAB, Inc.

2. VICE-PRESIDENT, whose duties shall be to assist the President, preside at meetings in the absence of the President and may serve as ROUNDUP CHAIRMAN. The Board of Directors may, by virtue of a majority vote, approve the appointment of a person or persons other than the Vice President to serve as the Deep Sea Roundup Chairman. Whose duties shall be to plan and direct the annual PORT ARANSAS DEEP SEA ROUNDUP sponsored by PAB, Inc. Chairman shall appoint necessary members and non-members to the ROUNDUP COMMITTEE to assist Chairman. Chairman shall make a progress report at each meeting prior to the Roundup and a summary report at the second monthly meeting following the Roundup.

3. Secretary, whose duties shall be to keep a permanent record of the minutes of all meetings, membership records and correspondence of PAB, Inc.

4. TREASURER, whose duties shall be to keep a permanent record of all business transactions of PAB, Inc. and to serve as the DOCK MASTER carrying out the By-Laws Article VI, Policy and Guidelines for Operation of the PAB, Inc. Dock. Treasurer shall have care and custody of all money and funds which are received in the form of dues, fees, events or donations. Treasurer shall dispense funds as directed by the Board of Directors, keep accurate and permanent record of all money received and disbursed. The Treasurer shall submit monthly a year to day financial statement(s) at the regular meetings. Treasurer shall deposit all funds in a bank(s) approved by the Board of Directors. Treasurer may appoint an ASSISTASNT DOCK MASTER to assist in the operation of the PAB docks.

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5. THE BOARD OF DIRECTORS, shall consist of nine members each elected to serve three (3) year terms except that at the inception of the three year term period three (3) Directors will serve for one (1) year, three (3) Directors shall serve for two (2) years and three (3) Directors shall serve for three (3) years; thereafter, three (3) Directors shall be elected annually as terms expire. After the initial election of nine (9) Directors a drawing will be held to determine which terms they shall hold. Duties of Directors shall be to establish policy and supervise the management of PAB, Inc,; to insure, that all aspects of the operation are in accordance with the Constitution and By-Laws of the Port Aransas Boatmen, Inc. It shall be the Boards duty to appoint the Nomination Committee annually and act upon any complaints that may be brought before the organization.

6. CHAIRMAN of the BOARD, shall be elected by the Directors at their first meeting immediately following their election. The Chairman shall establish a regular monthly meeting time and place. Chairman shall appoint a recording secretary and furnish the President a summary of each meeting to be presented at the next regular meeting. Any Director can call a meeting of the Board. A quorum shall consist of five or more of the Directors and a majority vote shall consist of five or more of those Directors present or electronically present at the meeting. In the event a quorum of Directors is not present at the regular monthly meeting the President, Vice-President, Secretary or Treasurer, in that order, may substitute to complete the quorum.

7. A majority vote of the Board of Directors shall consist of five/ninths (5/9) or more Directors present or electronically present at Board of Director Meetings.

ARTICLE VIII: NOMINATIONS AND ELECTIONS

1. The Board of Directors shall appoint a Nominating Committee (Chairman and two (2) members) prior to the May meeting whose duty shall be to select a ticket consisting of one name for each Officer and Director. This ticket will be announced by the Chairman at the August meeting. 

2. Election of Officers and Directors shall be held annually at the September meeting where, after the report of Nomination Committee, nominations may be made from the floor by any member in good standing. Nominated candidates shall be members in good standing.

3. Election shall be by majority vote by ballot of those members present.

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  ARTICLE IX: MEETINGS

1. PAB, Inc., regular meetings will be held at a time, date and location to be determined by a majority of those voting members in attendance at the regular meeting when the determination is made.

2. A special meeting may be called by the President with advance notice of no less then seven (7) days.

 ARTICLE X: TERMINATION

1. Termination – Nonpayment of Dues: The Board of Directors will dismiss any member failing to pay Member dues by the start of the monthly meeting of the Port Aransas Boatmen, Inc. in November.

2. Termination – Dock Lease Violation: Any member who fails to sign and submit a dock lease within the prescribed time frame and who is delinquent in submitting the slip rental/late fee as assessed within the prescribed time frame will be dismissed by the Board of Directors by the vote of not less then five-ninths (5/9) of the Board Members at a regular or special meeting.

3. Termination for Other Causes: Any member may be terminated by the Board of Directors for reason which the Board may deem sufficient by the votes of not less then five-ninths (5/9) of the Board Members at a regular or special meeting.

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PORT ARANSAS BOATMEN, INC.

BY—LAWS

   ARTICLE I: VOTING

1. Voting shall be by show of hands except as provided for in the Constitution (Application for Membership and Election of Officers) and except that upon request of any member the vote shall be by secret ballot of the members present.

2. All resolution other than amendments to the Constitution and By-Laws shall be by majority vote of those members present or electronically present at a regular meeting. The President shall not vote except to break a tie.

3. A majority vote of the Board of Directors shall consist of five/ninths (5/9) or more Directors present or electronically present at Board of Director Meetings.

ARTICLE II: CONDUCT OF MEETING

1. Meetings shall be conducted in accordance with Robert’s Rules of Order.

2. The minutes of previous meetings and committee reports shall precede new business.

ARTICLE III: AMENDMENTS

1. Proposed amendments to the Constitution and By-Laws may be submitted by any member in good standing.

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2. Any such proposed amendment shall be submitted in writing to the President and the President shall request the Board of Directors to call a meeting for the purpose of considering the amendment. If approved by a majority vote of the Board it shall be submitted at the next regular meeting. Approval by two-thirds (2/3) vote of the members present at three successive regular meetings shall be required for adoption of amendments to the Constitution and By-Laws.

ARTICLE IV: 

POLICY AND GUIDELINES FOR OPERATION OF PAB, INC. DOCK

Any changes to this Article shall follow the procedure for change as outlined in ARTICLE III AMENDMENTS above with the exception that approval at only one meeting is required.

1. PURPOSE: The purpose of this document is to establish policy and guidelines for the administration of PAB, Inc. and the City lease both in letter and spirit. The lease between PAB, Inc. and the City was negotiated to provide slips to members for the berthing of their boats which are actively used in the operation of “fishing boats for charter”.

2. NEW MEMBERS: A new member shall be required to complete one (1) year of active service before requesting a slip at the Port Aransas Boatmen’s Dock in writing to the PAB, Inc. Board of Directors. This requirement may be waived by a vote of the PAB, Inc Board of Directors.

3. LEASE: All slips will be assigned by annual lease of form and substance as approved by the PAB, Inc. Board of Directors. A lease assigning a slip to a boatman in which member berths a boat not his own shall be co-signed by the boat owner.

4. RATES, SURCHARGES, AND PAYMENT: 

(A)  Slip rent will be as determined by the Board of Directors not to exceed total expenses plus ten

(10) Percent and will be announced annually.

(B) All boats will be responsible for their own electricity.

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(C) Slip rent and surcharge, if any, will be paid before occupancy when a lease is first executed.

(D) The DOCK MASTER (Treasurer) will collect the required annual slip rent in advance at that time. Any tenant not paid in full by within 60 days will have his lease terminated and will be required to immediately vacate the slip.

5. MISCELLANEOUS: 

(A) Living aboard is not permitted except for weekends and vacations, not to exceed ten (10) days duration.

(B) This document together with the slip lease form approved by the PAB, Inc., Board of Directors contain all policy, guidelines, and agreements pertaining to operation of the PAB, Inc., pier and no prior agreements of understandings pertaining to any matter shall be effective for any purpose.

(C) The DOCK MASTER (Treasurer) will implement and carry out this policy and the Board of Directors will resolve any problems unresolved by the DOCK MASTER (Treasurer). The decision of the Board of Directors will be final.

(D) PAB, Inc. Board of Directors approval is required on pier alterations/improvements, drawings, permits.

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   ARTICLE V:

PROCEDURES FOR MAKING A PRESENTATION BEFORE THE MEMBERSHIP OF THE PORT ARANSAS BOATMEN INCORPORATED

That from and after the adoption of this resolution, any request to make a presentation before the membership of Post Aransas Boatmen Incorporated (the “Boatmen”) must be made in writing/e-mail to a member of the Board of Directors (the “Board”) who in turn shall forward the request to the Secretary of the Boatmen. The Secretary shall submit the request to the members of the Board for their consideration. If a majority of the members of the Board determine that the presentation would benefit the members of the organization as a whole and help the organization to meet the goals and objectives of the organization then, in that event, the Secretary shall advise the maker of the request that he can make the presentation at the next scheduled meeting of the membership of the Boatmen. If a majority of the members of the Board determine that the proposed presentation would not benefit the members of the organization as a whole, or that the presentation would not help to meet the goals and objectives of the organization then, in that event, the Secretary shall advise the maker of the request that he can not make the proposed presentation. Notwithstanding anything to the contrary contained herein, routine business maters such as requests for membership in the Boatmen and requests for funding by the Boatmen shall not be subject to the provisions of this resolution, but such requests will continue to follow the procedures adopted by the membership and/or contained in the Port Aransas Boatmen Constitution relating to such requests.

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ARTICLE VI:

Dispute Resolution

The Port Aransas Boatmen, Inc., its members and its officers and directors ("PAB") recognizes that there are many advantages to using mediation and arbitration to settle any and all legal disputes and claims, including, but not limited to, all those arising from or in the course of holding and operating the Deep Sea Roundup fishing tournament. For many reasons, lawsuits and court actions are disadvantageous to both the PAB and the PABs’ customers, clients, officers, directors, members, guests, entrants, vendors, suppliers, purchasers, licensees, invitees, contractors, agents and employees (“Contractor(s)”) and that the many benefits and advantages to all parties include: speed of process, cost effectiveness, use of trained and professional problem solvers, privacy and confidentiality, and complete due process and fairness to all parties. In consideration of these many benefits and other consideration, PAB has adopted a policy that shall govern the resolution of all claims and disputes between them. All Contractors will be required to sign a Dispute Resolution Agreement. The Agreement shall include all such claims and disputes involving PABs’ entrants, customers and clients, all agents and other employees, all subsidiaries, affiliates and parent companies and any other person or entity that has signed or agreed to the document.

Any claim or dispute between PAB and any Contractor or against the persons or entities named above, whether related to the holding or operation of the Deep Sea Roundup or otherwise, including those created by constitution, practice, common law, court decision, or statute, now existing or created later, including any related to allegations of violations of state or federal statutes related to discrimination, and all disputes about the validity of the arbitration clause, shall be exclusively resolved, as follows:

(1) by attempting settlement by mediation, under the Mediation Rules attached hereto as Exhibit “A” incorporated herein as-if set forth in full, with the mediator being selected by agreement of the parties or by request for appointment of a mediator made to the senior United States District Judge for the Southern District of Texas, Corpus Christi Division, if the parties cannot agree on a mediator, and, failing settlement by mediation, 

(2) All claims and disputes, including those of jurisdiction and arbitrability, shall be resolved by neutral binding arbitration by the National Arbitration Forum (“NAF”), under the Code of Procedure of NAF in effect at the time that any claim is made and the Agreement. Each party shall pay its own costs of arbitration. The parties stipulate that the Agreement involves transactions in interstate commerce, is subject to the Federal Arbitration Act, invoke its jurisdiction and agree that any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction.

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