U.A.N.A.I. By-Laws

BY-LAWS
OF
THE UKRAINIAN AMERICAN NAUTICAL ASSOCIATION, INC.

ARTICLE I
NAME AND MAILING ADDRESS

Section 1.01. Name. This organization shall be known as "The Ukrainian American Nautical Association, Inc." For the purposes of convenience, this organization shall also be known by the acronym "U.A.N.A.I."
Section 1.02. Address. The registered address of the organization is Tenth Floor, 1220 Market Building, P.O. Box 2207, Wilmington, New Castle County, Delaware 19801. The initial mailing address of the corporation is ****. The mailing address of the organization may, from time to time, change, as may be designated by the Board of Directors.

ARTICLE II
PURPOSE; ARTICLES OF INCORPORATION

Section 2.01. The purpose of the organization, which is incorporated as a Delaware nonprofit corporation, are set forth in the "Certificate of Incorporation of Ukrainian American Nautical Association, Inc.," which is incorporated in and made part of these By-laws as Exhibit "A".

ARTICLE III
MEMBERSHIP

Section 3.01. Qualifications. Any adult individual, over the age of eighteen years, who has completed a membership application, and who has paid the initiation fee and annual membership dues shall qualify as a member upon acceptance of his or her application by the Board of Directors. All membership applications shall be accompanied by the recommendations of two active members, except the initial charter members.
Section 3.02. Charter Members. A charter member is any adult who joined the organization and paid the initiation fee together with the annual dues by the date of the first Annual Membership Meeting.
Section 3.03. Active Members. An "active member" is any adult individual who has been accepted into membership pursuant to Section 3.01 above, who has paid the annual dues for the current year and who is otherwise in good standing during the current year.
Section 3.04. Initiation Fee. The initiation fee for new members shall be $100.00 per person. The initiation fee may be changed from time to time by a vote of the majority of the Board of Directors. The initiation fee shall be deposited into an Endowment Fund which shall be established for the purpose of creating an endowment for the organization. To this end, only the income earned by the Fund may be used for the general expenses of the organization.
Section 3.05. Annual Membership Dues. The organization shall collect dues on an annual basis from all members. The dues must be paid for membership to be conferred upon any member. The dues are for a calendar year from January 1 to December 31, with the exception that any member who joins from September 1 through December 31 will be granted membership for the following year from January 1 through December 31. The annual membership dues are $35.00 per year per person. The annual membership dues may be changed from time to time by a vote of the majority of the Board of Directors.
Section 3.06. Rights of Membership. All active members have the right to:
1. Take part in the General Annual Meeting with the right to vote.
2. Be elected to the Board of Directors or a position as Officer.
3. Receive, free of charge, a copy of the organization's newsletter, at such times as the newsletter is published.
4. Participate in all of the organization's activities, including but not limited to, educational programs, regattas, boating and nautical programs, and charitable activities.
5. Receive, when available, discounts on charges associated with participation in the organization's activities.
Section 3.07. Termination of Membership.
1. Dismissal of a member from membership may occur only upon a vote of at least three-quarters of the members of the Board of Directors, upon the motion of at least two active members of the organization, and may be for only the following reasons:
  1. Harms or disgraces the organization;
  2. Does not abide by the By-laws;
  3. Does not pay dues for a year;
  4. Engages in unsportsmanlike behavior during any of the organization's nautical activities.
2. A motion for dismissal merits the most serious level of consideration and must be acted upon with the utmost tact and discretion. Therefore, a motion for dismissal should be considered by the Board of Directors only after the member has been warned of his or her infraction, and has been given an opportunity to rectify the situation.

ARTICLE IV
OFFICERS

Section 4.01. Offices. The officers of the organization shall be composed of the President, Secretary, Treasurer, Regatta Coordinator, Educational and Nautical Activities Coordinator, Membership Director and Newsletter Editor.
Section 4.02. Term. The term of office of any officer shall be for one (1) year, with a maximum of four (4) consecutive terms. (Later amended.) The above officers shall be elected by the majority vote of the membership at the Annual General Meeting.

ARTICLE V
BOARD OF DIRECTORS

Section 5.01. Composition. Because it has been the decision of the membership that the Board shall be comprised of those individuals who most actively participate in the affairs of the organization, the Board of Directors shall be composed of seven (7) members, who shall be the same individuals as the Officers of the organization. Therefore, the officers of the Board shall be the same as the officers of the organization.
Section 5.02. Term of Office. The term of office of any Director shall be for one (1) year, with a maximum of four (4) terms.
Section 5.03. Authority. The Board shall manage and direct the policy, property, business and other affairs of the organization. The Board may from time to time adopt rules and regulations not inconsistent with these By-laws for their own regulation and government, and for the conduct of the affairs of the organization.
Section 5.04. Dismissal.
1. Dismissal of a member from the Board may occur only upon a vote of at least three-quarters of the members of the Board of Directors, upon the motion of at least two active members of the organization, and may be for only the following reasons:
  1. Harms or disgraces the organization;
  2. Does not abide by the By-laws;
  3. Does not pay dues for a year;
  4. Engages in unsportsmanlike behavior during any of the organization's nautical activities.
2. A motion for dismissal merits the most serious level of consideration and must be acted upon with the utmost tact and discretion. Therefore, a motion for dismissal should be considered by the Board of Directors only after the member has been warned of his or her infraction, and has been given an opportunity to rectify the situation.
Section 5.05.
1. Meetings. The Board of Directors shall hold meetings as often as deemed necessary, but not less than once a year. The meetings of the Directors may be held at such times and at such place or places, as a majority of Directors may from time to time appoint, or as may be designated in the notice calling for the meeting. The Secretary shall keep minutes of their meetings which shall be available for inspection by all members at the Annual General Meeting.
2. Notice of Meetings. At least one (1) month prior notice of a Board meeting shall be provided by the Secretary to all members, unless the majority of Directors agree to telephonic notice in lieu of such written notice.
3. Emergency Meetings or Meetings by Teleconference. In the event of an emergency or in the interests of expediting the affairs of the organization, the President shall be authorized to call an Emergency Meeting or Meeting by Teleconference, or poll a majority vote by telephone from the Board on the issue or subject of an Emergency Meeting or Meeting by Teleconference.
4. Quorum. A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present at the meeting at which a quorum is present shall be the acts of the Board of Directors.
5. Vacancies. Whenever, for any cause, a vacancy occurs in any office or on the Board, it shall be filled by election of the Board for the unexpired term.
6. Fiduciary Duty; Liability.
  1. A Director shall stand in a fiduciary relation to the organization and shall perform his or her duties as a director, in good faith, in a manner he or she reasonably believes to be in the best interests of the organization, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.
  2. Absent a breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed in the best interests of the organization. A director shall not be personally liable for monetary damages for any action taken, or any failure to take any action unless a) the director has breached or failed to perform the duties of his office under this section; b) the breach or failure to perform constitutes self-dealing and willful misconduct.

ARTICLE VI
DUTIES OF OFFICERS

Section 6.01. The duties of the officers shall include the following:
1. The President. The President shall be the Chief Executive Officer of the organization and shall preside at all meetings of the members and directors. The President shall have general and active management of the organization and shall see to it that all orders and resolutions of the Board are carried into effect. The President shall have the authority to execute any and all contracts that may be authorized by the Board. The President shall have the power to appoint committees and members of the same, to inquire into any affair or matter affecting or concerning the organization.
2. Secretary. The Secretary shall have custody of books, records, documents, the corporate seal of the organization, By-Laws, and archives of the organization, under the general authority and orders of the President and Board of Directors. The Secretary, when authorized by the Board, shall affix the corporate seal to any instrument requiring it. The Secretary shall keep a record of and transcribe minutes of the meetings of the Board of Directors and the General Annual Meeting.
  1. The Secretary shall conduct the general correspondence of the organization, and shall give, or cause to be given, when required by these By-Laws, notice of all meetings of the members and of the Board of Directors. The Secretary shall, from time to time and as may be necessary, assist the other officers in carrying out correspondence and other communications with the membership.
  2. The Secretary shall also act for the President in the event of the President's absence or disability.
3. Treasurer. The Treasurer shall be the custodian of the funds of the organization. The Treasurer shall sign all checks duly authorized by the President and/or Secretary for disbursement of funds. The Treasurer shall keep an itemized record of all receipts and disbursements. All funds shall be deposited in a bank approved by the Board except for a petty cash fund not to exceed one hundred dollars which shall be kept separately and used for paying small or emergency expenses.
  1. The Treasurer shall set up special accounts for any special funds created by the Board and allocate to each, respectively the amounts allocated or collected therefor. The Treasurer shall perform such other duties as are usual and incidental to the office, including the appointment of members to assist him in his duties.
  2. The Treasurer shall periodically render to the Board, and to the membership at its General Annual Meeting, an account of all transactions of the Treasurer and of the financial condition of the organization.
4. Regatta Coordinator. In such years as the Board of Directors shall determine that the organization shall hold a regatta, the Regatta Coordinator shall be responsible for planning the same, presenting his or her recommendations to the Board and upon the Board's approval, carrying out the approved regatta plan. In carrying out the regatta plan, the Regatta Coordinator shall negotiate all contracts with charter companies, communicate with all skippers and as necessary, with all crew members, and may, in his or her discretion, appoint officers and members to assist him or her in executing the regatta plan. The Regatta Coordinator shall be the commodore of the regatta fleet, and his or her decision as to any disputed matter arising during the regatta, shall be final. Any challenge to a decision of the Regatta Coordinator during the regatta may be presented to the Board of Directors at its next meeting immediately following the regatta, upon the written motion of two members. The Board shall review the challenge, and based upon its findings, shall set policy for future regattas.
5. Educational and Nautical Activities Coordinator. The Educational and Nautical Activities Coordinator shall be responsible for planning and carrying out, with the approval of the Board, educational and training programs for the membership on such subjects, which shall include, but not be limited to, development of boating skills, nautical history, environmental concerns, including environmentally-sensitive living, and the marine world. The Educational and Nautical Activities Coordinator shall be responsible for planning all boating activities, other than the regatta, presenting his or her recommendations to the Board and upon the Board's approval, carrying out the approved boating activity plan. In carrying out such plan, the Educational and Nautical Activities Coordinator shall be responsible for all communications with the skippers, and as necessary, with all crew members, and negotiating with any charter companies. The Educational and Nautical Activities Coordinator may, in his or her discretion, appoint other officers or members to assist him or her in planning and carrying out educational programs or the boating activity plan.
6. Membership Director. The Membership Director shall be responsible for communicating and working with members to address their interests and concerns, and to ensure that all members receive full enjoyment of their membership benefits. The Membership Director shall be responsible for planning programs to recruit new membership and in this connection, shall plan events, educational and/or social, and publicity campaigns to carry out this function.
  1. The Membership Director shall present his or her recommendations for such events or publicity campaigns to the Board, and upon the Board's authorization, shall implement the same. The Membership Director may, in his or her discretion, appoint officers or members to assist him in planning and carrying out such events or campaigns. The Membership Director shall be responsible for maintaining and updating the membership list, and the organization's mailing list.
7. Newsletter Editor. The Newsletter Editor shall be responsible for publishing and distributing the organization's newsletter "UANAI NEWS", and in this connection shall collect and/or write material for and edit the same. The Newsletter Editor shall also be responsible for writing articles and providing other information about the organization for printing in other publications.

ARTICLE VII
THE AUDIT COMMITTEE

Section 7.01. Composition. The Audit Committee shall be composed of three (3) active, dues-paying members who are elected at the Annual General Meeting, who shall preferably include in their number a Certified Public Accountant. Its Chairperson shall be elected by the members of the Committee.
Section 7.02. Duties. The Audit Committee shall:
1. Review the business, and books and records of the organization annually prior to the Annual General Meeting or more frequently, if circumstances so demand.
2. Present its report to the Annual General Meeting.

ARTICLE VIII
THE ANNUAL GENERAL MEETING

Section 8.01. Time and Place of Meeting. The Annual General Meeting shall be held during the month of February of each year at a time and place determined by the Board of Directors. Postponement of the Annual General Meeting for two months due to extenuating circumstances is permitted, in the discretion of the Board. The President, assisted by the Secretary shall preside at the meeting.
Section 8.02. Notice. It is the responsibility of the President and the Board to call for a General Annual Meeting. The Secretary shall provide at least three month's notice of the meeting all active members, whose dues are fully paid for the year.
Section 8.03. Quorum. Those active members whose dues are fully paid and who are present at the annual meeting shall constitute a quorum. In order for a motion to be carried, it must be approved by the majority of those present. Active members whose dues are fully paid may vote by proxy, if they provide the Secretary with a written proxy, designating who shall act on their behalf, on or before two weeks prior to the date scheduled for the General Annual Meeting.
Section 8.04. The Nominating Committee.
1. The Board of Directors, upon receiving notice of an impending Annual General Meeting, shall appoint three (3) active members whose dues are fully paid to the Nominating Committee. The Nominating Committee may include the immediate past President.
2. The Nominating Committee will propose candidates for Officers and members of the Board.
Section 8.05. Agenda. The Agenda of the Annual General Meeting, shall include, but not be limited to, the following, as may be applicable:
1. Approval of the minutes from the last Annual General Meeting.
2. Presentation of Reports by the President, Treasurer, Regatta Coordinator, Educational and Nautical Activities Coordinator, Membership Director and Audit Committee.
3. Approval of the reports by the voting members, after opportunity for questions and answers.
4. Election of the Officers and Board of Directors.
5. Amendments to the By-laws.
6. Liquidation of the organization and its assets.
Section 8.06. Voting. All active members, who dues are fully paid for the year, shall be entitled to vote. Voting may be conducted on issues by secret ballot if requested by an active member and approved by a majority of the quorum; otherwise, voting shall be open. Election of Officers and the Board of Directors shall be by secret ballot.
Section 8.07. Minutes. The Minutes of the Annual General Meeting will be kept and transcribed by the outgoing Secretary, and shall reflect all decisions made by the members. The Minutes must be signed by the out-going President and Secretary.

ARTICLE IX
INDEMNIFICATION

Section 9.01. Right to Indemnification. The organization shall indemnify any person who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the organization, or while a director or officer of the corporation, and shall pay any judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the organization to the extent that such person is not otherwise indemnified and to the extent that such indemnification is not prohibited by applicable law.
Section 9.02. Advance of Expenses. Expenses incurred by a director or officer in defending a civil or criminal action, suit or proceeding may be paid by the organization in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the officer or director to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the organization.
Section 9.03. Procedure for Determining Permissibility. To determine whether any indemnification or advance of expenses under this Article is permissible, the Board by a majority vote of the quorum, consisting of directors not parties to such action, suit, or proceeding may, and on request of any person seeking indemnification or advance of expenses, shall be required to, in each case, determine whether the applicable standards in any applicable statute have been met, or such determination shall be made by independent legal counsel, in the discretion of the Board.

ARTICLE X
LIQUIDATION

Section 10.01. Liquidation. Liquidation of the organization and its assets must be approved by the Board of Directors, and two-thirds of the active members, whose dues are fully paid for the year.

ARTICLE XI
AMENDMENTS TO THE BY-LAWS

Section 11.01. Any active member, whose dues are paid in full for the year, may propose an amendment to these By-Laws, provided it is submitted to the Board of Directors and states the reason for the amendment. A quorum of the Board of Directors must first approve the amendment before it may be submitted to the general membership. Thereafter, amendments to these By-laws must be approved by two-thirds of a quorum of the active members, who dues are paid in full for the year.

AMENDMENTS

Amendment 1. The term of office of any officer shall be for two (2) years, with a maximum of four (4) consecutive terms. (Ratified at the May 1997 Annual Meeting.)