Article I: The Association

Sec. 1. Name. The name of the Association shall be the Connecticut Harbor Management Association, Inc. (the ``Association'').

Sec. 2. Principal Office. The principal office of the Association shall be at 107 Margherita Lawn, Stratford, Connecticut 06497 or at such location as the Board of Directors from time to time designates.

Sec. 3. Purpose. The purpose of the Association shall be primarily to assist and support Connecticut harbor management commissions established under Section 22a-113k through 22a-113t of the Connecticut General Statutes. More specifically, the activities and purposes of the Association shall be to:

(a) Facilitate the exchange of information and ideas among harbor management commissions;

(b) Provide liaison, as needed, for the exchange of information between harbor management commissions and local, State, and Federal agencies and others with a significant interest in the management of Connecticut's marine and harbor resources;

(c) Facilitate the resolution of issues of common concern among harbor management commissions, including issues involving State or Federal agencies;

(d) Promote and support local governmental authority for harbor management through the work and involvement of harbor management commissions and implementation of harbor management plans;

(e) Disseminate accurate and useful information relating to activities of Connecticut harbor management commissions; and

(f) Cooperate with other organizations and governmental bodies with similar goals and interests.

The activities of the Association shall be limited to charitable and educational purposes entitling the Association to tax exemption under Section 501(c)(3) of the Internal Revenue Code.

Article II: The Membership

Sec. 1. Application for Membership. Any municipal harbor management commission established in accordance with Section 22a-113k of the Connecticut General Statutes, any Harbormaster or Deputy Harbormaster appointed by the Governor pursuant to Chapter 263, Sec. 15-1 of the Connecticut General Statutes, and any person, association, firm, partnership, public or private corporation, society, or governmental commission or agency with a significant interest in the management of Connecticut's marine and harbor resources may apply for membership in the Association by submitting a written application to the Board of Directors. The application must be accompanied by a check for one year's dues, which check shall be applied to the first year's dues if the application is approved, and which check shall be returned to the applicant if the application is denied. [Amended 10-22-98.]

Sec. 2. Full Members. Full Members of the Association shall be dues-paying harbor management commissions established by a municipality in accordance with Section 22a-113k of the Connecticut General Statutes. Full Members in good standing shall have the right to attend all meetings of the Association and shall have the right to vote at such meetings. The right to hold office in the Association is extended to all individuals who are members of Full Member commissions.

Sec. 3. Harbormaster Members. Harbormaster Members shall be any dues-paying person who is Harbormaster or Deputy Harbormaster appointed by the Governor pursuant to Chapter 263, Sec. 15-1 of the Connecticut General Statutes. Harbormaster Members in good standing shall have the right to attend all meetings of the Association and share information gathered, prepared, and disseminated by the Association, but shall not have the right to vote at Association meetings or hold office in the Association except as provided in Article V, Section 2. Harbormaster Members may serve as members or chairmen of appointed committees other than the nominating and finance committees. [Added 10-22-98.]

Sec. 4. Associate Members. Associate Members shall be any dues-paying person, association, firm, partnership, public or private corporation, society, or governmental commission or agency with a significant interest in the management of Connecticut's marine and harbor resources. Associate Members in good standing shall have the right to attend all meetings of the Association and share information gathered, prepared, and disseminated by the Association, but shall not have the right to vote at Association meetings or hold office in the Association. Associate Members may serve as members or chairmen of appointed committees other than the nominating and finance committees. [Renumbered 10-22-98.]

Sec. 5. Cancellation of Membership. A majority vote of the Board of Directors may cancel the membership of any Member for due cause. Prior to its vote, however, the Board, or its representative, shall give written notice of the date, time, and place of the vote and the reason or cause for the vote. In addition, the Member shall be given an opportunity to submit in writing to the Board any information which it wishes the Board to consider prior to its vote.

[Renumbered 10-22-98.]

Sec. 6. Subscription to By-Laws. Each Member of the Association, by admission of that Member to membership, shall be deemed to have subscribed to and to have agreed to be bound by these BY-LAWS. [Renumbered 10-22-98.]

Article III: Fiscal Year and Dues

Sec. 1. Fiscal Year. The fiscal year of the Association begins on July 1 and ends on June 30. [Amended 10-16-97.]

Sec. 2. Dues. Each Member shall be assessed such Annual Membership Fee as the Board of Directors may fix, which fee shall be paid annually. A schedule of dues shall be adopted by the Board of Directors at its last meeting prior to May 1 based on the budget for the forthcoming fiscal year. [Amended 10-16-97.]

Sec. 3. Dues Billing. Dues billings shall be sent to all Members on or before June 1 and dues shall be payable on July 1. [Amended 10-16-97.]

Sec. 4. Delinquency. Any Member that is delinquent for more than sixty (60) days (September 2) in the payment of a Membership fee shall not be in good standing and shall forfeit his, her, or its right to vote on all Association matters during the period of such delinquency. In the event that a Member remains not in good standing for an additional period of three (3) months (December 1) and his, her, or its membership is not cancelled pursuant to Section 4 of Article II, then his, her, or its membership shall be cancelled automatically without the necessity for any notice to such Member or other action by the Association or Board of Directors. Any Member that has his, her, or its membership cancelled may reapply for membership as a new Member by submitting a proper membership application.

[Amended 10-16-97.]

Article IV: Meetings of the Association

Sec. 1. Annual Meeting. The annual meeting of the Association shall be held on such day as the Board of Directors shall determine, as shall be specified in the notice of the meeting. The Annual Meeting shall be held at such place as shall be designated by the Board of Directors. At such meeting the members shall elect Officers and Directors and transact such other business as may be properly brought before the meeting.

Sec. 2. Special Meetings. Special Meetings of the Association may be held as the Board of Directors may determine. The date and place of such meetings shall be specified in the notice of the meeting.

Sec. 3. Notice of Meeting. Notice of the time and place of all Annual and Special meetings of the Association shall be mailed or delivered by the Secretary or Secretary's representative to each Member in good standing not less than seven (7) nor more than fifty

(50) days before the date thereof to the Member's address as recorded on the Association's records.

 Sec. 4. Presiding Officer. The President shall preside at meetings of the Association. In the absence of the  President, the Vice President shall preside at meetings of the Association. In the absence of both the President and Vice President, such other person as the Full Members present shall designate shall preside at meetings of the Association.

Sec. 5. Voting. Each Full Member of the Association in good standing shall have one vote to be cast by a designated representative of that Full Member.

Sec. 6. Quorum. A quorum for the transaction of business at duly noticed meetings of the Association shall consist of 25% of the Full Members in good standing.

Sec. 7. Action by Membership. Except as may otherwise be specifically provided in these BY-LAWS, the affirmative vote, at a meeting of the Association duly held and at which a quorum is present, of a numerical majority of the Full Members in attendance who are entitled to vote on the subject matter shall be the act of the Membership. All meetings of the Association shall be conducted in accordance with Robert's Rules of Order, except as otherwise provided for in these BY-LAWS.

Sec. 8. Minutes of Meetings. The Secretary of the Association shall send minutes of each Association meeting to each Member of the Association in good standing within thirty

(30) days of such meeting.

Article V: Board of Directors

Sec. 1. Number and Qualification. The Board of Directors shall consist of the Officers and seven (7) other Directors. Any individual who is a voting member of a harbor management commission holding full membership in good standing shall be eligible to serve as an Officer or Director of the Association. In addition, one Director and one Alternate Director shall be chosen from among the Harbormaster Members and one Director and one Alternate Director shall be chosen from among the Associate Members. These Alternate Directors shall have full voting powers in the absence of those Directors. The Associate Member Director shall be either an individual Associate Member or a person who is currently associated with or employed by an organization that holds Associate Membership. [Amended 10-22-98.] [Amended 12-7-2004.]

Sec. 2. Officers / Directors. Officers / Directors shall be elected as provided below, and shall be Members of the Board of Directors during their term of office. A Harbormaster Member or Associate Member who is elected to the Board of Directors shall have the right to vote on all matters that are considered by the Board of Directors. [Amended 10-22-98.]

Sec. 3. Election and Terms of Office. Officers / Directors shall be elected at the Annual Meeting of the Association and shall serve for a term of two years or until their successors have been elected and taken office.

(a) Officers and five (5) directors shall be elected by vote of the full member commissions present in accordance with Article IV, Sec. 5. One Director who must be a Harbormaster or Deputy Harbormaster shall be elected by vote of the Harbormaster Members present and one Director who must be an individual Associate Member or associated with an organization or company who is an Associate Member shall be elected by vote of the Associate Members present. Associate Member organizations or companies who are not individual persons shall appoint one designated representative to cast their ballot. [Added 10-22-98.]

(b) No person shall serve for more than four (4) years in succession in the same office unless approved by a two-thirds (²/3) vote of the Full Members in good standing in attendance at the Annual Meeting. Terms of office of all Officers / Directors must be coterminous with their terms of appointment or election to a harbor management commission holding full membership in good standing or, in the case of Harbormaster Members or Associate Members elected Directors, their appointment as Harbormaster or Deputy Harbormaster or their qualification for office in accordance with Sec. 1 of this Article. [Amended 10-22-98.]

Sec. 4. Authority of the Board of Directors. The Board of Directors conduct the affairs of the Association and promote the objectives and purposes of the Association, including, but not limited to:

(a) Authorizing expenditures;

(b) Hiring or appointment of any Association employees or consultants; prescribing and supervising their duties and fixing their compensation, if any;

(c) Appointing such standing or special committees as may be found necessary or desirable to carry out the purposes of the Association, and fixing their powers and prescribing their duties;

(d) Designating depositories for the Association and providing the manner of signing checks, notes, bills, and other evidence of indebtedness.

Sec. 5. Vacancies. The Board of Directors may fill any vacancy in an office or directorship by appointing a successor Officer or Director to serve until the next election.

Sec. 6. Removal. Any member of the Board of Directors who shall miss more than three

(3) consecutive meetings without proper excuse may be removed from the Board of Directors by a majority vote of the members of the Board of Directors at any meeting of the Board of Directors provided that notice of such vote shall be contained in the notice of the meeting.

Article VI: Meetings of the Board of Directors

Sec. 1. Regular and Special Meetings. Meetings of the Board of Directors shall be held at such place and time and for such purposes as the Board of Directors shall determine.

Notice of a regular meeting of the Board of Directors shall be sent to Directors not less than seven (7) days prior to the date of the meeting. The President may call special meetings of the Board of Directors upon three (3) days notice of the time, place, and purpose thereof served either personally or by mail, fax, or by telephone. The President or Secretary shall call a special meeting on like notice upon the written request of four (4) members of the Board of Directors. All meetings of the Board of Directors shall be conducted in accordance with Robert's Rules of Order, except as otherwise provided in these BY-LAWS.

Sec. 2. Quorum and Action of the Board. A quorum for the conduct of business at a meeting of the Board of Directors shall be a majority of Directors. All Directors shall have an equal vote.

Sec. 3. Minutes of Meetings. The Secretary of the Association shall send minutes of each meeting of the Board of Directors to each Director (including each Officer) and Full Member in good standing within thirty (30) days of such meeting.

Article VII: Officers

Sec. 1. Number. The Association shall have the following Officers: a President, a Vice President, a Secretary, and a Treasurer.

Sec. 2. Election and Terms of Office. Association Officers shall be elected and shall serve for terms as provided in Sec. 3 of Article V.

Sec. 3. President. The President shall preside at all meetings of the Membership and Board of Directors. The President may give notice of any meeting of either Members or Directors when called in accordance with the provision of these BY-LAWS and may call Special Meetings as deemed necessary. The President shall perform such duties as may be directed by the Board of Directors. The President shall make an Annual Report to the Association.

Sec. 4. Vice President. The Vice President shall serve in the absence or disability of the President and in such circumstances be vested with all the powers and perform any or all of the duties of the President. The Vice President shall serve as member and Chairman of the Finance Committee and have such other duties as may be prescribed by the Board of Directors.

Sec. 5. Secretary. The Secretary shall give notice of all meetings of the Members and of the Board of Directors of the Association. The Secretary shall attend all such meetings and shall keep a record of their proceedings, shall maintain an accurate list of all members of the Association with addresses, shall handle formal Association correspondence and in general perform all duties usually pertaining to this office. The Secretary shall turn over all Association records to the successor Secretary upon leaving office.

Sec. 6. Treasurer. The Treasurer shall bill the Membership for dues and collect and receive said dues as well as any and all contributions and other payments to the Association. The Treasurer shall maintain accurate accounts of all receipts credited the Association including the source and purpose and may issue membership cards and receipts for money received. All monies received will be deposited by the Treasurer in depositories approved by the Board of Directors. The Treasurer shall pay all properly approved bills and obligations of the Association out of its funds. The Treasurer shall make regular reports of the finances of the Association to the Membership and to the Board of Directors. An audited Financial Report shall be submitted at the Annual Meeting, in accordance with Article IX, Section 3.

The Treasurer shall prepare and file all tax and other financial reports required by law and perform such other appropriate duties as shall be directed by the Board of Directors.

Article VIII: Committees

Sec. 1. Appointment and Meetings of Committees. Committees may be appointed by the Board of Directors to assist the Board in achieving the purposes of the Association. Committees shall consist of the appointed members and a chair elected by those members.

All committee chairs shall serve at the pleasure of the President.

Sec. 2. Nominating Committee. The Nominating Committee shall nominate candidates for each of the Association's offices in advance of the Annual Membership Meeting. The Nominating Committee shall consist of five members selected by the Board of Directors and representing five separate harbor management commissions that are Full Members of the Association. Additional nominations may be made from the floor at the Annual Meeting provided such nominations are endorsed by at least two (2) Full Members.

Sec. 3. Finance Committee. The Annual Budget of the Association shall be prepared and from time to time reviewed by a Committee of Members in good standing appointed by the President. The Vice President shall be a member and the Chairman of the Finance Committee. The Annual Budget must be approved by the Board of Directors, and shall be submitted to the Board of Directors for such approval prior to the end of the Association's fiscal year. The Budget Committee may present recommendations regarding income and/or expenses to the Board of Directors from time to time.

Sec. 4. General. The Board of Directors may from time to time authorize other committees and appoint other committee chairmen as necessary to fulfill their responsibilities to the Membership. No committee or committee persons may enter into any contracts for, nor represent the Association in any manner, without the express permission of the Board of Directors. No Association funds shall be expended by any committee or committee person without the express authorization of the Board of Directors.

Article IX: General

Sec. 1. Amendments. The BY-LAWS of the Connecticut Harbor Management Association may be amended by a two-thirds (²/3) vote of the Association members present at any meeting provided that notice of the proposed amendment(s) has been given to each member of the Association at least four (4) weeks prior to the meeting, and further provided that any amendment that prevents the Association from qualifying as a tax exempt organization under Section 501(c)(3) of the Internal Revenue Code and its regulations, as they now exist or may hereafter be amended, shall be void.

Sec. 2. Compensation and Expenses. Except for any Association employee or consultant hired or appointed by the Board of Directors, no Director, Officer, or Full Member of the Association shall receive from Association funds any compensation for services rendered to or for the Association in his or her official capacity, but, upon approval of the Board of Directors, any Director, Officer, or Member may be reimbursed for reasonable and necessary expenses incurred on behalf of the Association in the performance of an official duty. The salary and compensation for any Association employee or consultant shall be determined by the Board of Directors.

Sec. 3. Annual Financial Review. The Board of Directors shall cause an Annual Review to be made of the finances of the Association with results thereof to be reported at the Annual Meeting of the Association. Such review shall be made by independent persons qualified for such purpose, but, in any years in which the finances of the Association do not warrant an expenditure for that purpose, the Board of Directors may cause such review to be made by an Audit Committee, and each of the members of the Audit Committee shall certify that the findings of its report are true.

Sec. 4. Dissolution. In the event of the dissolution of the Association, no member shall be entitled to any distribution or division of the remaining assets. Instead, after payment of all debts and obligations of the Association, in lieu of a court order otherwise, the remaining assets shall be donated to a charitable cause named by a majority of the members attending the dissolution meeting.

Sec. 5. Public Statements. No Member of the Association shall make any public announcement of the Association's activities or issue any report to the public without prior approval of the President or Board of Directors.

ADOPTED OCTOBER 24, 1996AMENDED OCTOBER 16, 1997, OCTOBER 22, 1998 and DECEMBER 7, 2004