Bylaws...

As approved by Membership on September 26, 2018

ARTICLE I - NAME

The name of this organization shall be the Ship Operations Cooperative Program, the official abbreviation and the term "SOCP" shall be construed to mean the Ship Operations Cooperative Program.

The SOCP may also be referred to as the "Cooperative."

ARTICLE II - PURPOSE

The purpose of the SOCP is to provide a cooperative nonprofit and nonpartisan member-driven organization of industry leaders to promote and improve the maritime industry through collaboration, facilitation, recommendation, and innovation.

ARTICLE III - OBJECTIVES

To achieve our purpose, the objectives of the SOCP are to:

Section 1. Bring together and collaborate on a regular basis representation from business, workforce, education, and government to discuss maritime risks, opportunities, and change.  

Section 2. Facilitate productive dialog to discuss and address common issues within the U.S. maritime community.  

Section 3. Provide collective recommendations to members, regulatory agencies, and standards organizations to resolve real and potential issues within the U.S. maritime industry.  

Section 4. Support innovative projects that benefit the U.S. maritime industry.

ARTICLE IV - ORGANIZATIONAL STRUCTURE AND AUTHORITIES

Section 1. The SOCP shall be governed by the Bylaws, Code of Membership and such other documents as the Cooperative may make consistent therewith.

Section 2. The governing body of the Cooperative shall be the voting Members of the Cooperative. For oversight, the Cooperative shall elect Officers as spokespersons, which include a President, Vice-President, and Secretary. The Vice President may serve as Secretary per Section 3(B). In addition, the Cooperative shall elect an Operations Committee to provide guidance to the elected Officers and to support the President and Vice-President. Employees of United States Government agencies that support and participate in Cooperative activities will not act in any leadership or oversight role.

Section 3. The structure of the Cooperative shall be as follows:

A.    President - The President will have overall oversight and responsibility for the Cooperative's operations.

1.     The President will act on the Cooperative's behalf and, with guidance from the Operations Committee, provide direction on matters concerning the program.

2.     The President shall preside over the Operations Committee meetings.

3.     The President shall work directly with the Program Administrator and Banker.

B.    Vice-President - The Vice-President will act as advisor to the President; assist the President in the performance of his/her duties; and, will act as President when he/she is not available. The Vice-President will hold the office of Secretary when these offices are not filled.

C.    Secretary - The Secretary shall coordinate with the Program Administrator to ensure Cooperative project requirements are being met; support the President, Vice President, and Operations Committee; and, preside over meetings in the absence of the President and Vice President.                

D.    Operations Committee (OC) - The Operations Committee is comprised of five (5) elected voting members, the past President, and elected Officers who will represent the overall membership. No more than 2 members of the OC may be International members.

1.     The OC shall vote on issues as deemed necessary by the President and/or Vice President. If there is an indecisive vote amongst the OC, the Past President shall cast the deciding vote; in the event the Past President is not in attendance, then the presiding elected Officer will cast the deciding vote.

2.     The OC shall establish policies for the Cooperative and make decisions on major Cooperative issues that benefit the membership at large.

3.     The OC shall make decisions as a fiduciary on behalf of the Cooperative, which includes ensuring compliance with financial records, filing of returns and reports as required by those agencies, and all other papers concerning the finances of the Cooperative.

4.    The OC is responsible for developing an annual operating plan with performance metrics in coordination with the Program Administrator that is in alignment with the Cooperative’s Purpose and Objectives for the voting members to approve.

E.    Program Administrator - The Program Administrator is responsible for the day-to-day administration activities and logistic support of the Cooperative as per the contract agreement, which includes: membership, meetings, projects, purchases, financial, product sales, marketing, communication, and the SOCP website.

F.    Banker – The Banker shall be appointed by the President and approved by the Operations Committee. This appointment has no term limit and can be assumed by the next President with OC approval. The Banker shall be responsible for the operation and signatory authority over SOCP bank accounts. The Banker will coordinate with the Program Administrator and be responsible to the President. 

Section 4.  Members of the Cooperative shall have the authority to:

A.    Revoke the membership of any Member who does not fulfill its obligation or fails to follow the Code of Membership.

B.    Approve the acceptance of new members.

C.    Reinstate a Member.

D.    Approve the operating plan for the program year.

E.    Act upon Bylaws, amendments, resolutions, and new business items.

F.    Set all fees.

G.    Retain a Program Administrator.

H.    Establish Technical Teams (working groups, committees, consortium, etc.).

Section 5.  Technical Teams shall:

A.    Be led by a Project Executive or Chair who is a Cooperative Member.

B.    Support initiatives undertaken by the SOCP.

C.    Direct the implementation of projects undertaken by the SOCP.

D.    Adhere to the SOCP Code of Membership and Standard Operating Procedures.

Section 6.  Federal Government Liaisons are Federal employees who are members of and taking part in SOCP activities do so in their official capacities and formally represent the interests of their agencies. The purpose of such participation is to serve as spokespersons for their agency’s policies or programs. They are designated as Federal liaison to the Cooperative.

A.    The Federal liaisons serve as non-voting, non-fiduciary agency representatives to the Cooperative.  

B.    The Federal Liaisons serving in this capacity may not participate in the internal or business affairs, or fund-raising activities of the Cooperative.

C.    For all other purposes, the Federal liaisons are subject to the Federal ethical standards that apply to Federal employees engaged in official activities.

D.    Any Federal employee that also acts as a Contracting Officer shall recuse themselves from any internal discussions on said contract.

ARTICLE V - ELECTIONS AND TERMS OF OFFICE

Section 1. The term of Office shall correspond with the calendar year, beginning on January 1st and ending on the last day of the calendar year.

A.    The President shall serve a 12-month term and can be re-elected for one additional consecutive 12-month term. The President may be elected to any position after one year from his/her last day as President.

B.    The Vice-President shall be elected for a 12-month term. In the event that the President is re-elected for one additional consecutive 12-month term, the Vice-President can be re-elected for an additional consecutive 12-month term.

C.    The Secretary shall be elected to a 12-month term and may be re-elected to one additional 12-month term.

Section 2.  The Operations Committee shall be elected for a 24-month term with at least two members of the committee being elected on alternate years. Operations Committee members may be re-elected to one additional term. In the event of a mid-term opening, the OC will appoint an OC member to fill the term of the departing member. An Operation Committee member may be re-elected to the OC after one year from his/her last day on the OC.

Section 3.  Elections shall be held at the fall meeting immediately prior to the beginning of each Program Year.

Section 4.  Representatives of Federal Government agencies shall not take part in Cooperative elections.

ARTICLE VI - MEMBERS

Section 1.  Any organization with U.S. maritime interests may apply for membership. Membership in the Cooperative shall consist of five membership types with varying benefits as defined below:  

Section 2.  Membership Types and Fee Structure


Type

Description

Voting (V) / Non-voting (NV)

Annual Dues

Annual Meeting (fee waived)

Type 1A

Industry

V

$5,000

5 Participants

Type 1B

Industry

NV

$1,000

3 Participants

Type 2A

Academia

V

$1,000

3 Participants

Type 2B

Academia

NV

$500

2 Participants

Type 3

Individual

NV

$250

1 Participant

Type 4

Students

NV

$25*

1 Participant

Type 5

Government

NV

$5,000

5 Participants

* All dues go to the future Leaders’ fund.

Section 3.  Membership Terms and Definitions

A.    Industry includes: Corporations, Associations, International Companies, Unions, etc.

B.    Academia includes: State Maritime academies, secondary public or private schools, vocational institutions, etc.

C.    Individual Membership Type members cannot be an employee or member of another membership Type.

Section 4.  Membership Benefits

A.    ALL Members, except for Type 4, receive hard copy products at cost plus S/H for their own use. (Type 4 - Students can get product from their schools.)

B.    Attend all Annual Meetings without charge, unless the number of “Participants” exceeds the number allocated for each Membership Type. Additional “Participants” will be required to pay the Registration Fee established per event by the OC.

C.    Membership Types with voting rights are eligible to serve as an Officer or OC member of the SOCP.

D.    ALL Members are entitled to the services provided by the Cooperative.

Section 5.  For new members joining after July 1st of the program year (January 1st thru December 31st), dues will be prorated by 50%.

Section 6.  Eligible organizations may apply to become a Member by submitting the Membership Application to the Program Administrator. On acceptance by the voting members, and following the payment of the appropriate Dues, the organization is recognized as a Member of SOCP. As such, the Member organization is allowed to participate in member functions. Only members who are eligible to vote may vote on matters before the Cooperative.

Section 7.  A member may, at any time, withdraw from the SOCP and terminate all obligations upon providing thirty (30) days written-notice to the Program Administrator. If a Member withdraws prior to the end of a program-year, no part of their dues contribution will be refundable.

ARTICLE VII - FINANCE

Section 1.  Dues - All monies due as a condition of membership shall be paid to the Cooperative as follows:

A.    Continuing Members' dues shall be paid within 30 days of receiving invoice. Invoices shall be sent to Members at the beginning of the year, no later than January 15th.

B.    New Member dues shall be paid within 30 days of receiving invoice.

Section 2.  A Member's failure to meet its financial obligations shall be grounds for forfeiture of membership, unless the Cooperative provides other consideration.

Section 3.  The President and Vice-President will be allotted discretionary funds by OC to carry out SOCP functions. Anticipated fund expenditures must be approved by both President and Vice-President.

ARTICLE VIII - MEETINGS AND QUORUMS

Section 1.  Meetings

A.    The business meetings of the SOCP shall be held at least two times annually during the program year unless otherwise ordered by the President.

B.    The business meetings shall be for the purpose of receiving reports from technical or project teams, demonstrations of new technology, making budget allocations, and for any other business that may arise.

C.    The President may call special meetings. 

Section 2.  Quorums

A.    The voting Member organizations present at a business meeting or responding to an interim ballot, whose dues are current, shall constitute a quorum, provided a minimum of nine (9) voting type Member organizations are represented in person or by proxy. A Member will be considered present if attending electronically.

Section 3.  Voting  

A.    All major decisions will be made by a vote of eligible Members of the Cooperative. All issues requiring a vote of the Cooperative will be decided by a majority of the quorum. 

B.    Each eligible Member organization is entitled to one vote in all matters requiring a vote by Members. 

C.    Only those Members whose Dues are current will be eligible to vote.

D.    All proxy votes should be submitted in writing to the SOCP Program Administrator.

E.    Voting at Business meetings will be conducted anonymously.

ARTICLE IX - RIGHTS IN PROPERTY

A.    The SOCP shall have rights to any and all products produced and directly funded by the SOCP. A Member may use, throughout its organization, any and all products developed by the SOCP for its members, but may not give away, sell or cause to be sold any product, derivative of the product or service resulting from design, development, or funding by the Cooperative without the approval of the Cooperative.

B.    The SOCP logo as well as any other Trademarked identifiers are Cooperative assets. Only active members have the authority to utilize the logo under the terms set out below.

C.    Trademarks will only be used in the manner specified by the Cooperative. Members and advertisers shall comply with the following terms and conditions:

1.     Members and advertisers shall use the Cooperative Trademarks solely in connection with approved Cooperative products/events and not for any other goods and/or services.

2.     Cooperative's name and logo shall appear on any products or related materials where such product was produced through Cooperative efforts and/or is marketed by the Cooperative unless in conflict with specific distribution agreements which take precedence over this guideline.

3.     Members and/or advertisers shall not combine the Cooperative Trademarks with any other trademark, trade name, other logo, words, graphics, photos, slogans, numbers, design features, or symbols.

4.     Members and advertisers shall not use the Cooperative Trademarks in any manner that may disparage the said Trademarks or impair the validity, scope, title or goodwill of the Cooperative.

5.     In each publication or other item produced or caused to be produced by member or advertiser that includes any Cooperative Trademark, it is agreed to provide a specific trademark attribution that uses a ™ and acknowledges the Cooperative as the owner of the trademark(s) used.  Such acknowledgement shall be in a font size customarily used and at least as large as other trademark attribution.

ARTICLE X - IMPLEMENTATION OF THE BYLAWS

The implementation of these Bylaws will be enforced by the OC and guided by the Code of Membership.

ARTICLE XI - PARLIAMENTARY AUTHORITY

Robert's Rules of Order, current version, shall govern all matters not provided for in these Bylaws.

ARTICLE XII - AMENDMENT OF BYLAWS

These Bylaws may be amended at any business meeting of the SOCP or through an electronic voting by a majority vote of the eligible Member organizations present at a meeting or participating in the electronic voting, provided that the proposed amendment has been distributed electronically to all members at least 15 business days prior to the business meeting or the electronic voting.

ARTICLE XIII - NON-DISCRIMINATION

The SOCP does not discriminate in membership on the basis of race, color, religion, sex (including pregnancy and gender identity), national origin, political affiliation, sexual orientation, marital status, disability, genetic information, age, membership in an employee organization, retaliation, parental status, military service, or other non-merit factor.