ARTICLE I – Name

The association shall be known as the Chesapeake Marine Canvas Fabricators Association, Inc.
(a not-for-profit corporation).

ARTICLE II – Purpose

To educate its members on all aspects of the marine canvas fabrication business To improve the quality of products manufactured by its members To promote ethical business practices To advance the craft of marine canvas fabrication

ARTICLE III – Membership

Section 1.

There shall be two categories of members:

Fabricator

Supplier

Section 2.

A Fabricator member is a business which crafts finished marine canvas products.
Each fabricator business is entitled to one (1) vote on all questions appropriately submitted for membership action at special or regular meetings of the Association provided they are not in arrears on annual dues or other charges.

Section 3.

A Supplier member is a business which provides materials or services to marine canvas fabricators.
Each supplier business is entitled to one (1) vote on all questions appropriately submitted for membership action at special or regular meetings of the Association provided they are not in arrears on annual dues or other charges.

Section 4.

Applications for membership must be submitted in writing and must be accompanied by the annual dues payment.
An Applicant must meet membership qualifications as governed by Article III, Sections 2 or 3.

Section 5.

The annual dues for all member businesses shall be determined by the Board of Directors as deemed necessary for the operation of the Association.
Annual dues must be paid prior to the Association’s annual general meeting.
Dues received from new members after July 1st shall be applied to the following year.

Section 6.

Any member who fails to pay annual dues, or who fails to pay any indebtedness to the Association within thirty (30) days after a bill is rendered, may be suspended from all privileges of the Association.
The decision as to suspension shall be made by the Board of Directors whereupon the member in arrears shall be notified of the same by mail.

Section 7.

Any member who shall conduct himself in a manner injurious to the order, peace, interest or welfare of the Association may be suspended from membership.
The decision as to suspension shall be made by the Board of Directors whereupon the suspended member shall be notified by mail.

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ARTICLE IV – Annual General Meeting

Section 1.

There shall be an Annual General Meeting of the Association membership held in conjunction with the annual Association convention at a site and date selected by the Board of Directors.
Special meetings may be called by order of the President or Board of Directors.
All said meetings shall be held upon at least thirty (30) days notice to all members and the site of all meetings shall be sent out in said notice.
A quorum at the Annual General Meeting or any special meeting shall consist of at least 20% of the Fabricator membership.
At the Annual General Meeting the election of Directors and Officers shall take place as the last order of business, and said elected Directors and Officers shall assume their duties forty five (45) days from the date of the Annual General Meeting at which the election took place, or at the next executive committee meeting, whichever comes first.

Section 2.

No person not a member of the Association shall be present at any meeting unless invited by the President or the Board of Directors.

Section 3.

All attendees from member businesses may take part in the discussion of Association matters at any meeting, but only one (1) participant from each business shall be eligible to vote.

ARTICLE V – Directors

Section 1.

The Board of Directors shall consist of three (3) Fabricator members and three (3) Supplier members and the term of each shall be for three (3) years.
One (1) Fabricator and one (1) Supplier member of the Board shall be elected at each annual meeting.
Any Fabricator member vacancies occurring on the Board shall be filled by election at the Annual General Meeting.
Any Supplier member vacancies occurring on the Board shall be filled by another representative from the Supplier company upon the approval of the Board of Directors.
The Board of Directors shall govern the Association in accordance with the laws of the United States.

Section 2.

The Board of Directors shall have the power to manage all the affairs of the Association and to make all contracts necessary for the proper transaction of all Association business.
They may delegate to the Executive Committee such powers as they deem necessary
to more efficiently carry out Association business.
All members of the Board of Directors are ex-officio members of the Executive Committee.

Section 3.

The Board of Directors shall meet at least once a year.
A quorum at such meetings shall be four (4) directors.
At such meetings the Board shall appoint a Nominating Committee of at least two (2) members, including no more than one (1) incumbent officer, and an Audit Committee of at least two (2) members.
No person shall be recommended for office unless the person has indicated a consent thereto to the committee prior to the Annual General Meeting.

Section 4.

At the annual election any attendee of a member business may be proposed as an additional candidate for Officer or Director and the members shall be free to vote for such member.
No more than one (1) attendee of a member business may hold office simultaneously.

Section 5.

Should an elected Officer fail to perform his duties, the Executive Committee, after a majority vote, shall recommend to the Board of Directors in writing that the Officer be removed from office.
Upon receipt of such notice the Board shall review the recommendation and upon two-thirds vote of the Board, the Officer shall be removed.
The Board shall appoint a replacement for the balance of the Officer’s term.

ARTICLE VI – Officers

Section 1.

The Officers of the Association shall be the President, Vice President, Secretary, and Treasurer.
The Officers of the Association must be Fabricator members.
The term of office of each shall be two (2) years and vacancies occurring within the two years shall be filled by the Board of Directors.

Section 2.

The President shall preside at all meetings of the Association, with the exception of meetings of the Board of Directors, and shall enforce all laws and regulations of the Association.
The President shall perform such duties as shall be imposed upon him by the Board of Directors and as given elsewhere in these by-laws.
The President shall have the power to appoint all standing and special committees other than the Nominating committee, Audit Committee and Executive Committee, and the President shall be an ex-officio member of the Board of Directors and all committees except the Nominating and Audit Committees.

Section 3.

The Vice President shall assist the President in the discharge of his duties and shall act as President with full powers of the office, in the absence of the President.

Section 4.

The Secretary shall keep the minutes and other official reports of the Association and shall conduct the official correspondence of the Association, keeping all records, books, documents, and papers relating to the Association.

Section 5.

The Treasurer shall keep account of all monies received and deposit same in the name of the Association in such depository as shall be designated by the Board of Directors.
The Treasurer shall not pay or disburse any Association monies except in such manner and for such purposes as shall be approved by the Board of Directors or the proper Association officers.
At the Annual General Meeting of the Association, the Treasurer shall submit a condition of the Association for the year ending June 30th.

ARTICLE VII – Committees

Section 1.

The following shall be standing committees:

Executive Committee

Audit Committee

Nominating Committee

Library Committee

Convention Committee

Section 2.

The Executive Committee shall consist of all elected officers and the immediate Past President.
They shall perform such duties as are outlined by these by-laws.

Section 3.

The Audit Committee, consisting of at least two (2) members of the Association (as appointed by the Board of Directors) shall audit the Treasurer’s Report for the year ending June 30th each year, prior to the Annual General Meeting.

Section 4.

The Nominating Committee, consisting of at least two (2) members of the Association (as appointed by the Board of Directors) shall nominate members to run for Association office.

Section 5.

The Library Committee, shall have the responsibility of maintaining and distributing informational materials to Association members.

Section 6.

The Convention Committee, shall have the responsibility of organizing, promoting, and running the annual convention held each year.

ARTICLE VIII – Amendments

Amendments to these by-laws may be made at the Annual General Meeting or at Special Meetings (as described under Article IV, Section 1) called for that purpose, provided that the amendments are approved by two-thirds vote of all ballots cast, and further provided that written notice of any proposed amendment has been submitted to the Board of Directors at least thirty (30) days before the Annual or Special meeting.
This notice shall also be given to all members at least fourteen (14) days before said meeting.