52 Years of Service
    1947~1999
    BY-LAWS 
    of the 
    Ports of the Delaware River MarineTradeAssociation
    SERVING THE PORTS OF DELAWARE, 
    SOUTHERN NEW JERSEY AND 
    SOUTHEASTERN PENNSYLVANIA 


     
     
     

    Amended June 14, 1996 

    ARTICLE I

    Name and Purpose

    Section 1. Name

    The name of the Association is the Ports of the Delaware River Marine Trade Association serving the Ports of Delaware, Southern New Jersey and Southeastern Pennsylvania. It is a non-profit, civic and trade organization.

    Section 2. Purpose

    The purpose of the Association shall be to promote the interest of Ports of Delaware, Southern New Jersey and Southeastern Pennsylvania, to further the common interest of those business establishments which are engaged in or render services to the maritime trade in Ports of Delaware, Southern New Jersey and Southeastern Pennsylvania and particularly those who directly hire waterfront labor; to make periodic gifts to not-for-profit organizations which would further the interest of the membership and of Ports of Delaware, Southern New Jersey and Southeastern Pennsylvania; to render assistance to the membership in the solution of maritime problems, and more particularly those arising out of the hiring of waterfront labor; to maintain harmony between management and labor; to foster just and equitable principles and practices between labor and management in the maritime industry; to assist in the negotiation of collective bargaining contracts by management; to adjust labor disputes; to interpret and administer labor contracts; to participate in the arbitration of disputes that might arise under labor contracts; to promote safety in the working of cargoes in the port and to generally work for the betterment, expansion and prosperity of the port with the emphasis in the field of labor relations.

    ARTICLE II

    Membership

    Section 1. Qualifications for Membership

    Any person, firm, association or corporation who engages in maritime commerce pertinent to the Ports of Delaware, Southern New Jersey and Southeastern Pennsylvania, who is in good standing with the community, shall be eligible for membership. New members will be elected by the Board of Directors, which will act upon written application. Each member shall be limited to one (1) vote if more than one (1) representative is present, providing the member has met all financial obligations of the Association.

    Section 2. Suspension, Expulsion and Reprimand

    Any member may be reprimanded, suspended or expelled for cause by vote of at least two-thirds (2/3) of all the Board of Directors, after written notice accompanied by a copy of the charges against him and after he has been afforded a reasonable opportunity to be heard in his own defense.

    Section 3. Dues

    After June 1, 1996, each member shall pay annual dues as determined by the Board. Each new member shall pay an initiation fee as determined by the Board. Any member who is in arrears in the payment of dues, fees and assignments shall be subject to such disciplinary action including expulsion as may be determined by the Board of Directors.

    ARTICLE III

    Meetings of the Association

    Section 1. Annual Meeting

    The Annual Meeting of the members of the Association for the election of Directors shall be held on the third Thursday in January of each year (if not a legal holiday, and if a legal holiday, then on the day following), at such place in the Ports of Delaware, Southern New Jersey and Southeastern Pennsylvania and at such hour on that day as may be designated from time to time by the Board of Directors, or by the President of the Association should the Board of Directors fail to designate the place and time of the meeting.

    Section 2. Special Meetings

    Special meetings may be called at any time by the President or by a majority of the Board of Directors or shall be called by the President on a written request signed by at least five (5) members of the Association.

    Section 3. Notice of Meetings

    Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given with at least three (3) days notice. Notice of the time and place of any meeting may be waived by the membership.

    Section 4. Quorum

    One-third (1/3) of the membership, in person or proxy, shall constitute a quorum for a meeting of the membership. Five (5) members of the Board of Directors, in person or by proxy, shall constitute a quorum for a meeting of the Board of Directors. A majority of the Executive Committee, in person or by proxy, shall constitute a quorum for a meeting of the Executive Committee.

    Section 5. Action by the Association

    Action by the Association with respect to any matter shall be determined by the majority vote of the members present or represented at any meeting at which a quorum is present, unless otherwise specified herein.

    Section 6. Proxies

    At any meeting of the Association, members may vote either in person or by proxy, but no proxy which is dated more than 30 days before the meeting at which it is offered shall be accepted, unless such proxy shall, on its face, name a longer period for which it is to remain valid. Each proxy shall be in writing, signed by the member and dated, but need not be sealed, witnessed or acknowledged. All proxies shall be delivered to the President or Vice President at or before the meeting.

    ARTICLE IV

    Officers

    Section 1. Enumeration and Term of Office

    The Officers of the Association shall consist of a President, Vice President and Treasurer and such other Officers as the Board of Directors may from time to time elect. The Officers shall serve such term as appointed by the Executive Committee.

    President

    The President shall serve as the Chief Executive Officer of the Association, and he shall perform such duties as pertain to his office as assigned by the Board of Directors. He may delegate to other Officers of the Association, or to employees of the Association, or to members of the Board the performance under his direction of such duties as he may from time to time deem necessary. The President may serve as the Chairman of the Executive Committee and the Board. The President of the Association shall serve as the employers negotiating committee chairman and chief negotiator. He shall be compensated by the Association at such salary on such terms and conditions as may be agreed to between the President and the Executive Committee. The President shall be a voting member of the Association and of the Board.

    Vice President

    The Vice President shall perform such duties as determined by the President and the Board of Directors. In the absence of the President he shall assume the day-to-day functions of the President and shall chair meetings of the Board when the President and Chairman of the Board are absent. The Vice President shall report to the President and shall perform such other duties as may from time to time be assigned to him by the President. He shall be compensated by the Association at such salary on such terms and conditions as may be agreed to between the Vice President and the Executive Committee. The Vice President shall be a non-voting member of the Association.

    Treasurer

    The Treasurer will be appointed by the Executive Committee from one of its members and shall be a voting member of the Association and the Board. The Treasurer shall be in charge of and be responsible for all monies, receipts, disbursements of the Association. He shall set up systems that cause to be deposited all monies of the Association into the proper accounts in the name of and credit of the Association in such depositories as designated by the Board of Directors. He shall keep or cause to be kept under his supervision and responsibility proper books of account and his accounts shall be audited annually or more frequently as so determined by the Board of Directors. The audit shall be by a certified public account to be selected for such annual audit or for any other audit that the Board may authorize.

    ARTICLE V

    Board of Directors

    Section 1. Membership and Term of Office

    The Board of Directors shall have general supervision over the business and the affairs of the Association. The Board of Directors shall consist of no less than eight (8) nor more than twenty (20) members. The Board shall be empowered to award Honorary Board Memberships to selected individuals in recognition to their contribution to the community. They shall be invited to Board Meetings, but are not entitled to vote nor are they included in the eight (8) to twenty (20) members. Each member of the Executive Committee and the Officers shall serve as a member of the Board of Directors. Board of Director elections shall occur at the Annual Meeting of the Association in January from among members of the Association or officers or employees of the members. The total number of members of the Board shall be determined by a majority of the members of the Board after considering the advice of the Executive Committee. Board members shall serve a term of three (3) years and Board terms shall be staggered so that approximately one-third (1/3) of the members of the Board shall be elected each year. A vacancy on the Board of Directors whether caused by resignation, death, retirement from the industry or otherwise shall be filled at the discretion of the Executive Committee for the remainder of the unexpired term.

    For purposes of implementing the By-Laws, current Board Members shall remain Board Members at the time of the adoption of these By-Laws and shall remain in office for the remainder of their term. Upon adoption of these By-Laws, the current Executive Secretary shall be named Vice President.

    Section 2. Meetings of the Board

    The Board of Directors shall meet no less than four (4) times a year. The Board may meet more often at the call of the President and at such other times as the majority of the members of the Board may determine. Notice of any special meeting shall be given with as much time as is practicable but there shall be no minimum time required for notice of a meeting for the Board to act. A quorum shall consist of five (5) members of the Board who are present for a meeting either in person or by proxy. The Board shall determine how proxies will be handled, e.g. whether through a substitute representative or written proxy to the President, etc. Each member of the Board of Directors is entitled to one (1) vote. No employer including subsidiaries and affiliated companies shall have more than one (1) member on the Board of Directors. The Board of Directors may remove any member who fails to attend a minimum of two (2) meetings per year.

    ARTICLE VI

    Committees

    Section 1. Executive Committee

    There shall be an Executive Committee of the Board. The Executive Committee shall be empowered to act with the full power of the Board of Directors. The Executive Committee shall consist of the President, Vice President, Treasurer and in addition, each member of the Association that has a representative on the Board of Directors and who is signatory to a collective bargaining agreement negotiated and signed on its behalf by the Association shall be entitled to have that Board Member as a member of the Executive Committee. Executive Committee members may participate in meetings by telephone. The Executive Committee shall have the responsibility for negotiations and administration of all collective bargaining agreements with labor organizations that admit to membership employees of members of the Association. The Executive Committee may choose a chairman from the Executive Committee who shall preside over all Executive Committee and Board Meetings. The Executive Committee shall be responsible for such other matters as are delegated to it by the Board.

    Section 2. Negotiating Committee

    The Negotiating Committee shall consist of the Executive Committee and the President may appoint additional Board Members and such other members to the Negotiating Committee to advise and assist the Executive Committee in this function. All members of the Association who employ individuals represented by labor organizations with whom the Association negotiates contracts shall be bound by all labor agreements negotiated by the Association. Such member shall be bound to any contract negotiated and signed by the Association if a member was a member of the Association at the time negotiations began. Voting rights of the Negotiating Committee are limited to members of the Executive Committee.

    Section 3.

    There shall also be a Nominating Committee, Finance Committee, Marketing Committee, and other special committees to oversee and assist the Association in its business. Said Committees shall be constituted by the President with the advice and consent of the Executive Committee. Such Committees shall perform tasks and duties as assigned to them by the Executive Committee and the President. Each Committee shall make periodic reports to the Executive Committee and the Board at regular or special Board Meetings. The President shall serve ex officio on all committees.

    Section 4. The Nominating Committee shall be empowered to develop procedures for nominations and election to the Board. Such procedures must be ratified by the Board.

    ARTICLE VII

    Amendments

    Section 1.

    These By-Laws may be amended, repealed or altered, in whole or in part, at any meeting of the members where a quorum is defined as a majority of the membership and where proper notice of such meeting has been given. A proposal to amend these By-Laws shall be given by the Board of Directors in writing to the members. A special meeting may be held for the purpose of amending these By-Laws at any time upon the call of members constituting at least a majority of the membership of the Association. These By-Laws shall not conflict with any requirement of law of the Commonwealth of Pennsylvania. Should there be any inconsistency or conflict within these By-Laws and any provision of the laws of the Commonwealth of Pennsylvania the latter shall take precedence over and govern the conduct of the Association. All provisions of these By-Laws not in conflict with any requirement of law shall remain in full force and effect.

    ARTICLE VIII

    Indemnification of Officers, Directors,

    Trustees and Committee Members

    Each person now or hereafter a director or officer of the Association or an elected trustee or appointed committee member and his heirs, executors and administrators shall be indemnified by the Association against all claims, liabilities, judgments, settlements, costs and expenses, including all attorney's fees, imposed or reasonably incurred by him in connection with or resulting from any action, suit, proceeding or claim to which he is or may be a party by reason of his being or having been a director or officer or elected trustee or appointed committee member of the Association (whether or not a director or officer or trustee or committee member at the time such costs or expenses are incurred or imposed upon him), except in relation to matters as to which he shall have been finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties as such director, officer, trustee or committee member. In the event of any other judgment against such director, officer, trustee or committee members, or in the event of a settlement, the indemnification shall be made only if the Association shall be advised in advance of said action and provided that counsel to be appointed by the Board of Directors, advises that it is his opinion such director, officer, trustee or committee member was not guilty of gross negligence or willful misconduct in the performance of his duty, and in the event of a settlement, that such settlement was or is in the best interest of the Association. If the determination is to be made by the Board of Directors, it may rely as to all questions of law on the advice of counsel. Such right of indemnification shall not be deemed exclusive of any rights to which he may be entitled under any by-law, agreement, legal authority, or otherwise.

    ARTICLE IX

    Resignations

    A member may resign at any time. Resignations must be in writing and are effective upon receipt and all financial obligations to the Association must be satisfied.

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