Policies and Procedures
As Amended February 18, 2017
ARTICLE I: BOARD OF DIRECTORS
A. The powers of the corporation shall be exercised by a perpetuating Board of Directors (the Board) qualified in accordance with the requirements of the Articles of Incorporation. There shall be no fewer than 7 Directors or more than 29. The Board shall consist of representatives from charter commercial fishing organizations, other commercial fishing organizations and commercial fishermen elected at-large in Cook Inlet and other user groups as defined in AS.16.10.380 (a)(3). The number of Directors selected under Article I, sections E2 and E3 of these By-Laws shall be, in their total, not less than 51% of the total Directors of the Association. The Board shall elect from their number a President and one or more Vice-Presidents, a Secretary, a Treasurer and additional officers as the Board shall consider necessary.
B. The Board shall administer the affairs of the corporation: control all expenditures and property; establish salaries of all employees: fill vacancies on the Board and among its officers; and act for its interest in any way not inconsistent with the Articles of Incorporation and these By-Laws.
C. The Board shall meet annually in February on a date and at a place designated by the Board. The Board shall meet at other times upon call by the President or any 3 Directors with 4 days notice to each Director. Board meetings shall be conducted in accordance with the most current edition of Roberts Rules of Order only in the absence of any Board Policy or Regulation defining other parliamentary procedures. A quorum shall be a majority of the current listing of Directors. In the absence of a Director, an Alternate Director (hereafter referred to as an Alternate) may as a substitute attend Board meetings and exercise all duties and responsibilities of a Director. Proxy voting is prohibited.
D. The Board may elect 5 but not more than 7 of its members as an Executive Committee to manage corporate affairs to the extent provided in Appendix I. Standing committees may be appointed or dissolved by the Board as the need arises.
E. Directors shall be selected as follows:
1. Each “other user group” which applies and is accepted for Board membership shall select one Director and one Alternate. “Other user group” membership can be lost through failure to participate as in Art. I, sec. F2. Replacement of a Director or Alternate by an “other user group” requires written notice to CIAA prior to the meeting at which the new Director or Alternate will be seated.
2. Unless seats are lost through failure to participate as in Art. I, sec. F2, each charter commercial fishing
organization shall select 2 Directors and 2 Alternates. Each Director and Alternate must be the named holder of a Cook Inlet (Area H) limited entry salmon permit (hereafter referred to as a “permit holder”).
The charter commercial fishing organizations in Cook Inlet are:
- Northern District Set Netters of Cook Inlet, Anchorage;
- Cook Inlet Fishermen’s Fund, Ninilchik;
- Kenai Peninsula Fishermen’s Association, Soldotna;
- North Pacific Fisheries Association, Inc., Homer.
Unless seats are lost through failure to participate as in Art. I. sec. F2, each other commercial fishing
organization may select 2 Directors and 2 Alternates. Each Director and Alternate must be a permit holder. The other commercial fishing organizations are:
- United Cook Inlet Drift Association, Kenai;
- Cook Inlet Seiners Association, Homer.
Replacement of a Director or Alternate by a charter or by another commercial fishing organization requires written notice to CIAA prior to the meeting at which the new Director(s) or Alternate(s) will be seated.
3. Five Directors shall be elected “at large” through a balloting of all permit holders. The term of office is 3 years, commencing at the annual meeting following election. Terms of office shall be staggered so no more than 3 “at large” positions shall be at stake in any single election. To be nominated for election to the Board each prospective Director must on or before a date established by the Board present a petition which specifies the person who has agreed to serve as Alternate and is signed by no fewer than 20 permit holders. Each Director and Alternate must be permit holders.
a. In the event there are fewer “at large” Directors nominated than the number of “at large” positions to
become vacant, the election process will end. The Board shall deem those duly nominated to have been
elected and may select any permit holder to fill any remaining the vacant seat(s).
b. In the event the number of valid nominating petitions received exactly matches the number of “at large” seats to become vacant, the election process will end. The duly nominated Director(s) will be deemed to have been elected to fill the vacant seat(s).
c. In the event there are a greater number of valid nominating petitions submitted than the number of “at large” seats to become vacant, the election shall proceed by mail. The Board shall set a date and time by which all ballots must be received to be counted, and ballots shall be mailed to all permit holders sufficiently in advance of the date and time set to allow all permit holders an opportunity to vote. Depending upon the number of positions at stake in any election, the nominee(s) receiving the highest number of votes will be seated on the Board. A nominee may request a recount. In event of a tie vote between nominees, the successful nominee shall be selected by lot at a Board meeting after adequate notice.
4. Directors and Alternates selected via 2 and 3 above shall continue to be permit holders throughout their terms.
F. Vacancies may occur through resignation, death, incapacitation or lack of attendance.
- A Director absent from 3 consecutive meetings of the Board without his/her Alternate’s participation and
without reasonable excuse may, after notice to all Directors, be expelled by action of the Board.
- Any seat(s) allocated to an organization (Art. I, sec. El and E2), which are unoccupied for 6 consecutive Board meetings without reasonable excuse may, after notice to all Directors, be vacated by action of the Board.
G. Vacancies on the Board shall be filled as follows:
- Vacant seats allocated to any organization (Art. I. sec. El and E2) shall be filled by that organization.
- Seats vacated in accordance with Art. I. sec. F2 may be filled under the provisions of Art. I, sec. El or E2.
- A vacancy in an “at large” Director’s seat (Art. I. sec. E3) shall be filled by the Alternate for that seat.
- An “at large” Director shall appoint, subject to Board confirmation, a person to serve as Alternate if a vacancy should arise in that position.
ARTICLE II: OFFICERS
A. The officers of the corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board), a Secretary and a Treasurer; each shall be elected by the Board. Such other officers and assistant officers, as may be deemed necessary, may be elected or appointed by the Board. No person may hold more than one office.
B. The officers of the corporation shall be elected by the Board at the annual meeting. Each officer shall hold office until a successor has been elected and qualified or until death, resignation or removal in the manner hereinafter provided.
C. Any officer or agent elected or appointed by the Board may be removed by the Board with two-third majority whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
D. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.
E The President shall be the principal executive officer of the corporation subject to the control of the Board. The President shall, when present, preside at all meetings of the Board and in general shall perform all duties incident To the office and such other duties as may be prescribed by the Board from time to time. The President may appoint standing committees with approval of the Board.
F. The Board may designate and employ an Executive Director. The Executive Director shall supervise and control the business and affairs of the corporation subject to Board control.
G. In the absence of the President or in the event of the President’s death, inability or refusal to act, the
Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in order designated at time of election), shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.
H. The Secretary shall supervise: (a) keeping of Board meeting minutes; (b) that notices are duly given in accordance with these By-Laws or as required by law; (c) custody of corporate records and seal. The Secretary shall also perform any other duties incident to the office and such other duties as from time to time may be assigned by the President or the Board.
I. The Treasurer shall be bonded by the corporation for faithful discharge of duties in such sum and with such surety and sureties, as the Board shall determine. He or she shall: (a) have charge and custody of and be responsible for all funds and sureties of the corporation; (b) supervise receipt and deposition of all funds in such banks, trust companies or other depositories as selected by the Board; (c) supervise withdrawal and distribution of corporate monies; and (d) perform all duties as from time to time may be assigned by the President or the Board. All checks drawn on the corporation checking account shall have 2 signatures, the Treasurer, or in the absence of the Treasurer, the President and one other officer or the Executive Director.
ARTICLE III: FISCAL YEAR
The fiscal year of the corporation will be July 1 to June 30.
ARTICLE IV: WAIVER OF NOTICE
Whenever any notice is required to be given to any Director under the provisions of these By-Laws or the Articles of Incorporation or the statutes of the State of Alaska, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to the giving of such notice.
ARTICLE V: AMENDMENTS
A. All BY-Law amendments (except those pertaining to Art. I, Sec A and E) require a two-thirds vote of those seated on the Board. These amendments shall be introduced and distributed to Directors and Alternates at least 45 days prior to the annual meeting after having been prepared by a duly appointed By-law Committee. The amendments will be voted on at the annual meeting. No alteration of the proposed amendments may occur after introduction and distribution, nor may alteration of the proposed amendments occur prior to voting.
B. Art. I, Sec. A and E, of these By-Laws may be amended by a two thirds vote of those seated on the Board only at a special meeting called for that purpose. An amendment or repeal pursuant to these sections shall be introduced and distributed to Directors and Alternates at least 75 days in advance of the special meeting after having been prepared by a special By-law Committee appointed by the Board. No alteration of proposed amendments may occur after introduction and distribution, nor may alteration of proposed amendments occur prior to voting.
APPENDIX I: EXECUTIVE COMMITTEE DUTIES, RESPONSIBILITIES AND LIMITATIONS
Item 1: Composition of the Executive Committee
The Executive Committee shall consist of at least 5 but not more than 7 members. Composition shall be established as follows: President, First and Second Vice-Presidents, Secretary, Treasurer and 2 additional members to be nominated from and elected by the Board at the annual meeting.
Item 2: Power of the Executive Committee
The Executive Committee may in the absence of the Board, exercise authority for the Board. A majority of the members serving on the Executive Committee, represented in person, shall constitute a quorum. A vote of the majority of the Executive Committee shall be required for adoption of a motion. A tie vote shall fail. In addition the Executive Committee may not overturn a motion passed by the Board (Art. I, Sec. C provides for emergency meetings of the Board); may act on matters of business consistent with Board policy when it is inconvenient for the Board to meet; and may not authorize expenditure of more than $25,000.00 without prior approval of the Board.
Item 3: Minutes
Minutes shall be taken at Executive Committee meetings and shall be mailed to each Director within 7 calendar days.