VIRGIN ISLANDS PROFESSIONAL CHARTER ASSOCIATION, INC.
ARTICLE I - NAME
VIRGIN ISLANDS PROFESSIONAL CHARTER ASSOCIATION, INC. (dba VIPCA),
is a not-for-profit corporation incorporated under the laws of the United States Virgin Islands.
ARTICLE II - PURPOSES
The Corporation is organized and operated exclusively for one or more of the purposes specified in Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, as applicable to the U.S. Virgin Islands (the “Code”) including, but not limited to the following:
The purpose of the organization is to unify, support and further the capabilities of the local marine industry within the U.S. Virgin Islands by providing training, compliance guidance, community organization and assisting in the development of industry standards which seek to foster the continued growth and strength of the charter industry. The Corporation’s objective is to represent the US Virgin Island's marine industry with one voice promoting good relationships between marine businesses, marine management companies, clearinghouses, crew, and the people and governments of the U.S. Virgin Islands and the British Virgin Islands while advocating a positive reputation locally and internationally.
The Corporation aims to follow the following goals:
❖ To unify and protect the interests of its members while fostering cooperative relationships between all vessels, marine businesses, crew and the people and the respective Governments of the Virgin Islands.
❖ To ensure that its members operate within national, local and harbor regulations ensuring the safety of passengers and crews onboard at all times.
❖ To improve Virgin Island vessels’ professionalism by providing training, guidance, services and an ethics committee to ensure the interests of the charterer are upheld.
❖ To provide members a directory pertaining to the local marine industry (including discounts).
❖ To provide members with affordable medical insurance and vessel insurance.
❖ To represent all members at the annual Yacht Show.
❖ To host events as alternate revenue streams.
❖ To promote marine conservation and respect for the culture and environment of the Virgin Islands.
❖ To provide marine industry career guidance to Virgin Island youths.
ARTICLE III - MEMBERSHIP
1. Members. There shall be five (5) classes of membership in the Association, or as many such classes as may be subsequently established by the Board of Directors upon a twothirds (2/3) majority vote of the Board. Application for each membership shall be specific to qualification for each class of membership:
a. Term Charter Vessel Membership - eligibility includes the owner, professional crew or management company representative of a vessel actively engaged in term charters.
b. Day Charter Vessel Membership - eligibility includes the owner, professional crew or management company representative of a vessel actively engaged in day charters.
c. Crew Membership - eligibility includes any seafarer actively engaged in crewed yacht operation.
d. Personal Membership - eligibility includes persons residing in the U.S. Virgin Islands or Puerto Rico whom: are employed by a business that supplies, serves or services VIPCA, VIPCA’s clients and/or members; maintains an ownership interest in a VIPCA member vessel; or, maintains an ownership interest in a VIPCA member business.
e. Broker / Associate / Vendor Membership - eligibility includes staff or business owners of a company related to marine or charter broker services. Gold Level Members only - access for business owner to shore-based health insurance.
For each of the Association’s membership classes, an eligible applicant that is an individual, entity or business that is committed to the Association’s purposes may qualify for membership if:
a. initial qualifications as set by Board of Directors [or as may be subsequently established by the Board of Directors upon a two-thirds (2/3) majority vote of the Board] are met;
b. applicant shall apply for membership using such methods as established by the Board of Directors;
c. applicant agrees to abide by the Bylaws of the Association and whatever policies and rules are set forth from time to time by the Board of Directors;
d. applicant indicates acceptance of membership terms as set forth in the Board-approved VIPCA Membership Agreement, or in such other revised document or procedure as may be hereafter adopted by the Board of
e. applicant further meets such additional criteria as may be adopted by the Board of Directors:
2. Resignation. Any member may cancel their membership by giving written notice of such intention to the Association’s staff, at which time the cancellation shall become effective. The dues of such member shall continue to accrue until the end of the billing period in which the resignation occurs, unless resignation is requested within one month of membership payment.
3. Suspension and Termination. If a member is alleged by another member to have violated any provision of the Association’s Bylaws or to have otherwise acted in a manner incompatible with the purposes and interests of the Association, the member shall use such procedure as established by the Board of Directors to file a complaint against the other member. In the event that a membership is terminated by the Board of Directors for cause, an application may be submitted by a terminated business, organization, or individual for reinstatement of membership in the Association and shall be subject to an affirmative vote of two-thirds (2/3) of the members of the Board of Directors before reinstatement.
ARTICLE IV- BOARD OF DIRECTORS
1. Authority. The governance and policy-making responsibilities of the Association and control of its assets shall be vested in a Board of Directors, consisting of up to fifteen (15) persons representing members in good standing in the Association, including one (1) member affiliated with each of the following industry segments:
i. Day Charter Crew ii. Term Charter Crew iii. Day Charter Management Company iv. Term Charter Management Company / Clearinghouse v. Marine Service Provider
vi. Charter Broker
Additionally, there may be one (1) or (2) additional members per industry where multiple representation is warranted, such as one (1) captain representative and one (1) vessel owner representative for the Day Charter industry segment, two (2) term charter crew and one (1) vessel owner representative for term charters, or such additional representation as may be adopted by the Board of Directors.
In the event of a vacancy within any segment, the Executive Committee may appoint any member, with their approval, to fill the vacancy.
2. Eligibility. A person shall be eligible for election or appointment as an officer or director if such person is eligible to represent either themselves or a business member and such member is in good standing with the Association.
3. Election and Terms. The Directors shall be elected by plurality vote of the members voting in an election conducted annually during the month of November or at such time as may be adopted by the Board of Directors. Such election may take place in person or via electronic means but shall be conducted per procedure established by the Board of Directors. The terms of the elected Directors shall be two (2) years and shall be so arranged, to the extent possible, that approximately one-half (1/2) of the terms expire each year and shall commence upon election. The terms of Directors shall commence upon January 1st following election and shall continue for a period of two (2) years.
5. Removal. Upon a determination by the Board of Directors that an Officer or Director has taken actions inconsistent with the purposes or interests of the Association, or has been delinquent in executing their responsibilities to the Board, such person may be may be removed from the Board or such office by a two-thirds (2/3) majority vote of the Board of Directors; provided, however, that such person shall be sent a notice of such meeting at least five (5) calendar days in advance and be given an opportunity to present their views at such a meeting.
ARTICLE V - OFFICERS
1. Officers and Election. The officers of the Association shall be a President, VicePresident, Secretary, and Treasurer. Officers shall be elected for a one (1) year term by the Board of Directors from among its director members at the first regular meeting of the Board of Directors in January following the election in the preceding November, or at such time as may be adopted by the Board of Directors.
a. The President shall preside at all meetings of the membership and the Board of Directors. The President shall appoint all committees and their Chair and shall serve as an ex-officio member of all standing and special committees.
b. The Vice-President shall serve as acting President in the absence or disability of the President and shall carry out such other duties as delegated by the President or the Board of Directors.
c. The Secretary, acting in conjunction with the Executive Director, shall ensure that a current list of members is maintained, notices of meetings are issued in accord with these Bylaws or by such other mechanism as may be adopted by the Board of Directors, a permanent record of the minutes of such meetings is maintained, a record of attendance is maintained, official documents of the Association are duly maintained, and shall further carry out such other duties as delegated by the President or the Board of Directors.
d. The Treasurer, acting in conjunction with the Executive Director, shall ensure that the Association: issues notices of dues and accounts payable and collects same; keeps books of accounts of the Association; prepares financial reports for presentation at each meeting of the Board of Directors and at the Annual Meeting; and, maintains such bank accounts as authorized by the Board of Directors. The Treasurer shall additionally ensure that any transaction of the Association for more than $3,000.00 (or such other amount as may be set by resolution of the Board of Directors) shall be approved by the Executive Committee prior to issuance of such payment, whether by check or electronic means.
ARTICLE VI – ASSOCIATION STAFF
1. Executive Director. The Board of Directors may employ an Executive Director and determine his or her salary and other consideration for employment. The Executive Director shall be the chief administrative officer and shall assist the Secretary and Treasurer in their duties. The Executive Director shall be responsible for administration of the Association’s program of work in accordance with the policies established by the Board of Directors, and as further required by the terms of the Executive Directors’ employment agreement with the Association.
a. Further, the Executive Director, in cooperation with the Treasurer, shall be responsible for the preparation and presentation to the Finance Committee of the annual budget covering all activities of the Association. The
Executive Director shall be responsible for all expenditures within approved budget allocations.
b. Further, with the exception of an Assistant Executive Director, the
Executive Director may employ and discharge any employees of the Association, as well as determine compensation within the budget approved by the Board of Directors. As for Assistant Executive Directors, if any, such person’s employment or discharge must be approved by a majority of the Board of Directors. The Executive Director shall be responsible for directing and supervising all employees. All employees shall report directly to the Executive Director.
2. Other Staff. An individual or organization may be hired and compensated to carry out any duties assigned by the Board of Directors or the Executive Director. The individuals or organization shall be under the direct control and supervision of the Executive Director.
ARTICLE VI - COMMITTEES
1. The Standing Committees of the Association shall be set by the Board of Directors.
The current Standing Committees of the Association include:
a. Executive Committee:
i. The Executive Committee shall consist of the officers of the Board of Directors. Each member of the Executive Committee shall have one vote.
ii. The Executive Committee shall be empowered to act on behalf of the Board of Directors.
b. Vendor Committee
c. Day Charter Committee
d. Term Charter Committee
e. Charter Yacht Show Committee
f. Manufacturer Yacht Show Committee
g. Government Committee
h. Insurance Committee
i. VI Youth Marine Training Committee
j. Marine Environment and Community / Project Green Flag
k. Moorings Committee
l. Budget and Finance Committee
m. Ethics Committee
2. Each Committee shall consist of members of the Board of Directors who wish to participate or whom are appointed to the Committee by the President. Additionally, participation on any Committee shall be open to the general membership of the Association, subject to approval of the Board. Each member of each Committee shall have one vote.
3. Special Committees. The President shall have the authority to appoint or create any committee deemed necessary as a special committee or to delegate such appointive powers to any other appropriate member or the President and the President shall have the power to appoint the members to such Committees.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Association shall be January 1 through December 31.
ARTICLE VIII - DUES & ACCOUNTS
The Board of Directors shall be authorized to establish appropriate dues categories and dues, which shall be payable in advance, as well as policies for the payment of other accounts. The dues of a new member shall commence immediately and shall not be prorated. Dues and other accounts payable shall be paid within ninety (90) days of receipt of such invoice or statement. In the event that a Member fails to pay his/her/its dues within ninety (90) days from due date, the subject membership shall be immediately terminated without any further action of the Board or Association Staff and the member shall be removed from the Membership Roster. Removal from the Membership Roster due to nonpayment of dues shall not preclude Members from reapplying for membership using the standard membership application procedures.
ARTICLE IX - MEETINGS
1. Annual Meeting.
a. The purpose of the Annual Meeting shall be to review the activities of the Association during the previous year; to receive the annual financial report; to report the results of the election; and, to transact any other appropriate business.
b. The Annual Meeting shall be held during December of every calendar year, or at such time as may be established by the Board of Directors. Members may attend the meeting electronically. Those attending electronically are to be included in the quorum tally.
c. At least fourteen (14) days prior to the date of the Annual Meeting, the President shall insure that each member is provided written notice of the meeting.
d. The order of business at the Annual Meeting shall be as follows, provided that, in the absence of any objection, the presiding officer may vary the order of business at his or her discretion:
i. Call to order
ii. Report of Executive Director iii. Report of President iv. Report of Treasurer
v. Transaction of other business as provided in notice vi. Adjournment
2. Membership Meetings.
a. The General Membership shall meet on such basis as may be established by the Board of Directors. Members may attend the meeting electronically.
Those attending electronically are to be included in the quorum tally.
b. Special meetings of the General Membership shall be held whenever deemed necessary upon the call of the President; a majority of the Board of Directors; or, by written request of at least ten (10) members in good standing submitted to the Board.
c. At least ten (10) days prior to the date of any such meeting, the President shall insure, through the Executive Director, that a written notice of the meeting and an agenda are sent to each member.
3. Board of Directors Meetings
a. The Board of Directors shall meet at least bi-monthly. Directors may attend the meeting electronically. Those attending electronically are to be included in the quorum tally.
b. Special meetings of the Board of Directors shall be held whenever deemed necessary upon the call of the President of the Board or upon the request of at least one-third (1/3) of the membership of the Board.
c. At least three business (3) days prior to the date of such meeting, the Executive Director shall insure that each member of the Board is notified of the meeting and its agenda.
d. The Board members may attend the meeting electronically. Those attending electronically are to be included in the quorum tally.
Quorums for meetings or shall be constituted as follows:
a. Not less than 2% of the membership for General Membership meetings;
b. Thirty percent (30%) of the Directors for meetings of the Board of
Proxies shall not be allowed in the conduct of the business of the Association. Further, proxies shall not be allowed for the election of Board Directors or Officers.
ARTICLE X - RULES OF PROCEDURES
The business of the Association shall be conducted accordance with these Bylaws, and as may be revised, by rules, resolutions, procedures and such other measures as implemented by the Board of Directors, and, where not otherwise provided, by the latest edition of Robert's Rules of Order.
ARTICLE XI - AMENDMENTS TO THE BYLAWS
These initial Bylaws shall be approved by a majority vote of the Board of Directors. Amendments to these Bylaws may be proposed by any member to the Board of Directors. Such amendments may be passed by a majority vote of the Board of Directors so long as notice of the proposal has been provided to the Board of Directors and the general membership at least ten (10) days in advance of the vote on the proposal and an opportunity for comment via electronic means has been provided. Voting by the Board may be conducted in person or electronically, via email or by such other electronic means.
ARTICLE XII - INDEMNFICATION
No action by any member, committee, employee, director, or officer shall be binding upon, or constitutes an expression of the policy of the Association until it has been approved or ratified by the Board of Directors. The Association shall indemnify any and all persons who may serve or who have served at any time as officers, directors, or who at the request of the Board of Directors may serve at any time in an official capacity on behalf of the Association, their respective heirs, administrators, successors, and assigns against any and all expenses, including amounts paid upon judgments, counsel fees, and any amounts paid in settlement before or after suit is commenced, actually and necessarily incurred by such person in connection with the defense or settlement of any claim, action, suit, or proceeding, in which they or any of them are made a party or which may be assessed against them, by reason of being or having been a officer, director, or in another official capacity except in relation to matters as to which any such person shall be adjudged in any action, suit, or proceeding to be liable for their own negligence or misconduct on the performance of their duty. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of members or directors, or otherwise.