BYLAWS OF KODIAK ASSOCIATION
OF CHARTERBOAT OPERATORS, INC.
An Alaska Nonprofit Corporation
ARTICLE I NAME
The name of the corporation is: KODIAK ASSOCIATION OF CHARTERBOAT OPERATORS, INC. An Alaska Nonprofit Corporation.
ARTICLE II OFFICES
SECTION 2.01. PRINCIPAL OFFICE
The principal office for the transaction of the activities and affairs of the Corporation ("Principal Office") is located at 1319 Madsen Avenue, Kodiak, Alaska 99615. The Board of Directors ("the Board") may change the Principal Office from one location to another. Any change of location of the Principal Office shall be noted by the Secretary of these Bylaws opposite this section, or this section may be amended to state the new location.
SECTION 2.02. OTHER OFFICES
The Board may, at any time, establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities.
ARTICLE III PURPOSE
SECTION 3.01. PURPOSES
This Corporation is a nonprofit corporation organized under the Alaska Nonprofit Corporation Act for the improvement and promotion of the charter boat industry within the meaning of Section 501 (c) (6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), and is not organized for the private gain of any person. Notwithstanding any other provision of these Bylaws, this Corporation shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation, and the Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501 (c) (6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law); (ii) by a corporation, contributions to which are deductable under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
SECTION 3.02. LIMITATIONS
(a) Political activity. The corporation may take an active role in promoting and
conserving charter fishing opportunities,
and/or attempt to influence legislation towards the promotion
of this goal; however this corporation shall not participate in
or intervene in (including the publishing or distributing of statements
in connection with) any political campaign on behalf of any candidate
for public office.
(b) Property. The property, assets, and net income are dedicated irrevocably to the purposes set forth in Section 3.01 above. No part of the profits or net earnings of this Corporation shall ever inure to the benefit of any of its Directors, trustees, officers, members (if any), employees, or to the benefit of any private individual.
(c) Dissolution. Upon dissolution of the Kodiak Association of Charterboat Operators, Incorporated the disposition of net proceeds from charitable gaming conducted under AS 05.15 will go to a permittee, other than a multiple-beneficiary permittee.
While, after paying or adequately providing for the payment of the debts, obligations and liabilities of the Corporation, the remaining assets, other than gaming net proceeds, shall be distributed to a nonprofit fund, foundation or corporation which has established its tax-exempt status under Section 501 (c) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE IV ANNUAL MEMBERSHIP
SECTION 4.01 The Corporation shall be composed of annual members rather than shareholders and shall not issue stock. The conditions and regulations of membership shall be determined by the Articles of Incorporation and the By-laws of the Corporation.
SECTION 4.02 COMPOSITION There shall be at least one class of membership of the KODIAK ASSOCIATION OF CHARTERBOAT OPERATORS, Inc., which shall be the only voting membership composed of members who are interested in promoting the purposes of the nonprofit corporation and who shall contribute annual dues as set by the By-laws. Other classes of membership and annual dues for such memberships may be designated by the By-laws.
SECTION 4.03 QUALIFICATIONS AND REQUIREMENTS: Voting membership is open to persons or businesses in the charterboat industry, approved and accepted by the Board of Directors, without regard to age, sex, race, creed, national origin, religion, sexual orientation, marital status, or political affiliation. Person includes natural persons, corporations, and unincorporated associations.
ARTICLE V DIRECTORS
SECTION 5.01. POWERS
(a) General Corporate Powers. Subject to
the provisions and limitations of the Alaska Non Profit Corporation
Act and any other applicable laws, and any limitations of the
Articles of Incorporation and of these Bylaws, the activities
and affairs of the Corporation shall be managed, and all corporate
powers shall be exercised by or under the direction of the Board.
(b) Specific Powers. Without prejudice to these general powers, but subject to the same limitations, the Directors shall have the power to:
(i) Appoint and remove, at the pleasure of the Board, all officers of the Corporation and prescribe powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws.
(ii) Change the Principal Office or the principal business office in the State of Alaska from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency or country, and conduct its activities within or outside the State of Alaska; and designate any place within or outside the State of Alaska for the holding of any meeting, including annual meetings.
(iii) Adopt and use a corporate seal and alter the form thereof.
(iv) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the purposes of the Corporation, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences or debt and securities.
(v) Comply with the provisions of the law on charitable gaming including AS 05.15.112.
SECTION 5.02. NUMBER AND SELECTION OF DIRECTORS AND RESTRICTIONS ON DIRECTORS
(a) Authorized number. The authorized number
of Directors shall be no more than nine (9) and no less than five
(5). Directors need not be residents of the State of Alaska.
(b) Selection. The Board shall be selected as follows:
(i) Initial Directors. The initial Board members shall be those individuals named in the Corporation's Articles of Incorporation.
(ii) Subsequent Directors. (As amended on 12/27/2011) At the expiration or earlier termination of the terms of office of the initial Directors, their successors shall be chosen by a majority vote of the voting membership of the Corporation who are present at the annual meeting of the Corporation.
SECTION 5.03. TERM OF OFFICES OF DIRECTORS
The Directors newly appointed or selected in accordance with Section 5.02 (b) (i) shall hold offices for a term of one (1), two (2) or three (3) years as specified in the Articles of Incorporation. Subsequent Directors selected in accordance with Section 5.02 (b) (ii) shall hold office for a term of two (2) years.
SECTION 5.04. VACANCIES
(a) Events Causing Vacancy. A vacancy or
vacancies on the board shall exist on the occurrence of the following:
(i) the death, removal, suspension or resignation of any Director;
(ii) the declaration by resolution of the Board of a vacancy in
the office of a Director who has been declared of unsound mind
by an order of court or convicted of a felony or has been found
by final order or judgment any court to have breached a duty under
Sections 10.06.450 of the Alaska Corporations Code; or (iii) missing
three consecutive Board meetings. Any Board member removed from
the Board because of clause 5.04 (a) (iii) may be reinstated to
the remainder of his term by vote, under 5.03 (c), of the remaining
(b) Resignations. Except as provided in this subsection, any Director may resign effective upon given written notice to the Chairman of the Board, if any, or the President or the Secretary of the Board, unless such notice specifies a later time for the resignation to become effective. Except upon notice to the Attorney General of the State of Alaska, no Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs.
(c) Filling Vacancies. Any vacancy on the Board shall be filled by a majority vote of the general membership of the corporation, whether or not less than a quorum.
(d) No Vacancy or Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director's term of office expires.
SECTION 5.05. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Meetings of the Board shall be held at the "Fisherman's Hall" in Kodiak, Alaska or at such other place as may be designated from time to time by the Board. Any meeting may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
SECTION 5.06. ANNUAL, REGULAR AND SPECIAL MEETINGS
(a) Annual meeting. (As amended on 12/27/2011)
(i) The Board shall schedule an annual meeting of the Corporation's general membership on the first Tuesday in February of each year. The purpose of this meeting shall be the election of the Board of Directors and the transaction of other business.
(ii) The Board shall schedule an annual meeting of the Board of Directors, directly following the annual meeting of the Corporation's general membership, for the purpose of election of the officers and the transaction of other business.
(b) Regular Meetings. Regular meetings of the Board may be held without call or notice at such time and place as the Board shall fix, from time to time.
(c) Special Meetings.
(i) Authority to Call. Special meetings of the Board for any purpose may be called at any time by the Chairman of the Board, if any, the President or any Vice President, or the Secretary or any two Directors.
(a) Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each Director by one of the following methods:
1. By personal delivery of written notice;
2. By first-class mail, postage pre-paid;
3. By telephone or facsimile transmission, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate that notice to the Director; or
4. By telegram, charges prepaid;
5. By publication in the Kodiak Daily Mirror; or
6. By radio announcement for at least three consecutive days prior to the meeting.
All such notices shall be given or sent to the Director's address and/or telephone number as shown on the records of the Corporation.
(b) Time Requirements. Notices sent by first-class mail shall be deposited in the United States mails at least five (5) days before the time set for the meeting. Notices given by personal delivery, telephone or facsimile transmission, or the telegraph shall be delivered, transmitted, or given to the telegraph company at least seventy two (72) hours before the time set for the meeting.
(c) Notice Contents. The notice shall state the time of the meeting, and the place if the place is other than the "Fisherman's Hall" in Kodiak, Alaska. It need not specify the purpose of the meeting.
SECTION 5.07. QUORUM
Four of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 4.09. Subject to the more stringent provisions of the Alaska Non Profit Corporation Act, including but not limited to those provisions relating to (i) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (ii) approval of certain transactions between corporations having common directorship, (iii) creation of an appointment of committees of the Board and (iv) indemnification of Directors, every act or decision done or made by the majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
SECTION 5.08. WAIVER OF NOTICE
Notice of a meeting need not be given any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given any Director who attends the meeting without protesting before or at its commencement the lack of notice to such Director.
SECTION 5.09. ADJOURNMENT
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
SECTION 5.10. NOTICE OF ADJOURNED MEETING
Notice of the time and place of holding an adjourned meeting need not be given, unless the original meeting is adjourned for more than twenty-four (24) hours, in which case notice of any adjournment to another time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
SECTION 5.11. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board consent, in writing, to that action. Such action by written consent shall have the same force and elect as any other validly approved action of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. For the purposes of this Section 5.11 only, "all members of the Board" shall not include Directors who have a material financial interest in a transaction to which the Corporation is a party.
SECTION 5.12. FISCAL YEAR
The fiscal year of this Corporation shall be the calendar year.
ARTICLE VI COMMITTEES
SECTION 6.01. COMMITTEES OF THE BOARD
The Board, by resolution adopted by a majority
of the Directors then in office, may create one or more committees,
each consisting of two or more Directors, to serve at the pleasure
of the Board. Appointments to committees of the Board shall be
by majority vote of the Directors then in office. The Board may
appoint one or more Directors as alternate members of any such
committee, who may replace an absent member at any meeting. Any
such committee, to the extent provided in the resolution of the
Board, shall have all of the authority of the Board, except shall
no committee, regardless of the Board resolution, may:
(a) Fill vacancies on the Board or in any committee which has the authority of the Board;
(b) Establish or fix compensation of the Directors for serving on the Board or on any committee;
(c) Amend or repeal Bylaws or adopt new Bylaws;
(d) Amend or repeal any resolution of the Board which by its express terms is not so amenable or repeatable;
(e) Appoint any other committee of the Board or the members of these committees.
SECTION 6.02. MEETINGS AND ACTIONS OF THE COMMITTEES
Meetings and action of the committees of
the Board shall be governed by, held, and taken in accordance
with the provisions of Article V of these Bylaws concerning meetings
and other action of the Board, except that the time for regular
meetings of such committees and the calling of special meetings
thereof may be determined either by resolution of the Board or,
if there is no Board resolution, by resolution of the committee
of the Board. Results of each meeting of any committee of the
Board shall be reported to the Board and shall be filed with the
The Board may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws or in the absence of rules adopted by the Board, the committee may adopt such rules.
ARTICLE VII OFFICERS
SECTION 7.01. OFFICERS
The officers of the Corporation shall include a President, Vice-President, Secretary and a Treasurer. The Corporation may also have, at the Board's discretion, a Chairman of the Board, one or more Vice-Presidents, one or more assistant Secretaries, one or more assistant Treasurers, and such other officers as may be appointed in accordance with Section 7.03 of these Bylaws. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial officer may serve concurrently as either the President or the Chairman of the Board, nor may the President and the Chairman of the Board be held concurrently by the same person.
SECTION 7.02. ELECTION OF OFFICERS
The officers of the Corporation, except those appointed in accordance with the provisions of Section 7.03 of this Article VII, shall be chosen by the Board of Directors at the annual meeting of the corporation and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. Officers shall serve for a term of one year.
SECTION 7.03. OTHER OFFICERS
The Board may appoint and may authorize the Chairman of the Board or the President or another officer to appoint any other officers that the Corporation may require, each of whom shall have the title, hold office for the period, have the authority and perform the duties specified in the Bylaws or determined, from time to time, by the Board.
SECTION 7.04. REMOVAL OF OFFICERS
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed with or without cause, by the Board of Directors or, except in case of an officer chosen by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors.
SECTION 7.05. RESIGNATION OF OFFICERS
Any officer may resign upon written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
SECTION 7.06. VACANCIES IN OFFICE
A vacancy occurring in any office because of death, resignation, removal or other cause, shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.
SECTION 7.07. RESPONSIBILITIES OF OFFICERS
(a) Chairman of the Board. If a Chairman
of the Board is elected, he or she shall preside at meetings of
the Board and shall exercise and perform such other powers and
duties as the Board may assign from time to time. If there is
no President, the Chairman of the Board shall also be the Chief
Executive Officer and shall have the powers and duties of the
President of the Corporation prescribed by these Bylaws.
(b) President/Chief Executive Officer. Subject to the control and supervision of the Board, the President shall be the chief executive officer and general manager of the Corporation and shall generally supervise, direct and control the activities and affairs and the officers of the Corporation. The President, in the absence of the Chairman of the Board, or if there be none, shall preside at all meetings of the Board. The President shall have such other power and duties as may be prescribed by the Board or these Bylaws.
(c) Vice Presidents. In the absence or disability of the President, the Vice President(s), if any, in order of their rank, shall perform all of the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President. A Vice President shall have such other powers and perform such other duties as, from time to time, may be prescribed for them by the Board or the Bylaws.
(i) Book of Minutes. The secretary shall keep or cause to be kept at the Principal Office or such other place as the Board may direct, a book of minutes of all meetings and actions of the Board and of committees of the Board. The Secretary shall also keep, or cause to be kept, at the Principal Office in the State of Alaska, a copy of the Articles of Incorporation and Bylaws, as amended to date. If the Corporation is one having members, the Secretary shall also maintain a complete and accurate record of the membership of the Corporation, as well as a record of the proceedings of all meetings of the membership.
(ii) Notices, Seal and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these Bylaws to be given. The Secretary shall keep the seal of the Corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed be the Board or the Bylaws.
(i) Books of Account. The Treasurer of the Corporation shall keep or maintain, or cause to be kept and maintained, adequate and correct books and accounts of the properties and transactions of the Corporation and shall send or cause to be sent to the Directors such financial statements and reports as are required by law or these Bylaws to be given. The books of account shall be open to inspection by any Director at all reasonable times.
(ii) Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board, shall disperse the funds of the Corporation as may be ordered by the Board, shall render to the President or Chairman of the Board, if any, when requested, an account of all transactions as Treasurer and of the financial condition of the Corporation and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
(iii) Bond. If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all its books, papers, vouchers, money and other property of every kind in the possession or under the control of the Chief Financial Officer upon death, resignation, retirement or removal from office.
ARTICLE VIII INDEMNIFICATION AND INSURANCE
SECTION 8.01. INDEMNIFICATION
(a) Right of Indemnity. To the full extent
permitted by law, this corporation shall indemnify its Directors,
officers, employees and other persons, as set forth in Sections
10.06.et. seq. and 10.20.011 et. seq. of the Alaska Nonprofit
Corporation Act and the Alaska Corporation Code including persons
formerly occupying any such position, against all expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred
in connection with any "proceeding" as that term is
used in such Section and including an action by or in the right
of the Corporation by reason of the fact that such person is or
was a person described by such section.
(b) Approval of Indemnity. Upon written request to the Board by any person seeking indemnification under these By-laws, the Board shall promptly determine, in accordance with the Alaska Nonprofit Corporation Act and the Alaska Corporation Code whether the applicable standard of conduct set forth therein has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought is such to prevent the formation of a quorum of directors who are not parties to such proceeding, the Board or the attorney or the other person rendering services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in the Alaska Corporation Act and the Alaska Corporation Code has been met.
(c) Advancement of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws shall be advanced by the Corporation prior to the final disposition of the proceeding upon receipt by the Corporation of an undertaken by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the Corporation therefore.
SECTION 8.02. INSURANCE
The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees and other agents of the Corporation against any liability asserted against or incurred by an officer, Director, employee or agent in such capacity or arising out of the officer's, Director's, employee's or agent's status as such.
ARTICLE IX RECORDS AND REPORTS
SECTION 9.01. MAINTENANCE OF CORPORATE RECORDS
The Corporation shall keep
(a) Adequate and correct books and records of account;
(b) Minutes in written form of the proceedings of the Board and committees of the Board;
(c) If applicable, a record of its members, giving their names and addresses and the class of membership held.
SECTION 9.02. INSPECTION BY DIRECTORS
Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation and the records of each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.
SECTION 9.03. ANNUAL REPORT
There shall be no required annual report, except as may be required by the Alaska Nonprofit Corporation Act and the Alaska Corporation Code as revised.
ARTICLE X CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general provisions, rules of construction and definition in the Alaska Nonprofit Corporation Act shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular and the term "person" includes both a legal entity and a natural person.
ARTICLE XI AMENDMENTS
SECTION 11.01. ACTION BY THE BOARD
The Bylaws may be amended or repealed and new Bylaws may be adopted by a simple majority of the Board.
SECTION 11.02. LIMITATIONS ON AMENDMENT OF BYLAWS
Where any provision of these Bylaws requires the vote of a larger portion of the Directors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number. No amendment may extend the term of a Director beyond that for which such Director was elected.
SECTION 11.03. MAINTENANCE OF RECORDS
The Secretary of the Corporation shall see that a true and correct copy of all amendments of the Bylaws, duly certified by the Secretary, is attached to the official Bylaws of the Corporation and is maintained with the official records of the Corporation at the Principal Office of the Corporation.
Adopted by the Board of Directors this _______ day of February, 2014.
Dave Jones, President
Rick Baker, Secretary