Bylaws...

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 shall be to provide a non-profit organization, of maritime industry professionals, that promotes beneficial innovations in ship and other maritime operations through the identification, development, and application of new methods, tools, and technologies.

ARTICLE III - OBJECTIVES

The objectives are to improve the safety, productivity, efficiency, security, and environmental performance of U.S. vessel operations. Activities of the SOCP include:

Section 1. Bringing together on a regular basis representatives from U.S. based maritime organizations (including commercial, governmental, educational, labor unions, research, and classification societies or other invited organizations) which are involved in, or provide support for, the design, construction, operation, management, maintenance, or repair of vessels.

Section 2. Facilitating dialog with U.S. maritime partners representing business, government, education and labor to determine common problems and interests among the Cooperative's members to improve maritime efficiencies and effectiveness.

Section 3. Making recommendations concerning cooperative actions, which might be undertaken to resolve these problems by implementing applicable research, technology or training initiatives and projects.

Section 4. Developing and implementing SOCP membership approved plans for the performance of projects to benefit SOCP members and the U.S. maritime industry. These projects may include, but are not limited to:

A. Product - research, development, testing and/or evaluation.

B.  Maritime Education/Training (K-12, Maritime Academies, Union Programs) - linkages with Industry/government partners to foster the U.S. maritime workforce.

C. Maritime Industry and SOCP Awareness and Outreach Efforts

Section 5. Making recommendations to regulatory agencies and standards organizations in the interest of maritime safety and environmental protection based on its collective knowledge and/or the results of SOCP projects.

ARTICLE IV - ORGANIZATIONAL STRUCTURE AND AUTHORITIES

Section 1. The Ship Operations Cooperative Program shall be governed by the Cooperative Agreement, 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 Members of the Cooperative, except that the Cooperative shall elect as spokespersons and for oversight, a President, a Vice-President, Secretary and Treasurer. The Vice President may serve as Secretary and Treasurer per Section 3(B).  In addition, an Operations Committee shall be elected to guide the day-to-day operations of the Cooperative 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 oversight role.

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

A.  President - The President will have overall responsibility for all aspects of the Cooperative's operations.

1. The President will act on the Cooperative's behalf and provide direction on all matters concerning the program.

2. The President shall preside over the Operations Committee.

B.  Vice-President - The Vice-President will 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 offices of Secretary and Treasurer when these offices are not filled.

C.  Secretary - The Secretary shall verify that all organizational records are properly maintained and submitted to government bodies, as required, by the Program Administrator. The Secretary, after Cooperative approval has been obtained, shall attest to all leases, contracts, and such other papers as are required by the Cooperative.                

D.  Treasurer - The Treasurer shall be responsible for keeping and maintaining all financial records and all other papers concerning the finances of the Cooperative. The Treasurer shall prepare or oversee the preparation of financial reports in accordance with all governing rules, regulations and laws. Collect member dues and maintain records of payments and delinquencies. The Treasurer shall establish and maintain the procedure for disbursement of funds, and collection and control over revenue.  The Treasurer shall be responsible for insuring compliance with all tax authority agencies, including the filing of returns and reports as required by those agencies.

EBanker Presidential Appointment of an SOCP Banker from the membership.  The Banker shall be responsible for the operation and signatory authority over SOCP bank accounts.  The Banker will be responsible to the Treasurer who shall establish and maintain the procedure for disbursement of funds, and collection and control over revenue. 

F.  Operations Committee Representatives - The Operations Committee will, in addition to the President and Vice-President, be comprised of five (5) elected representatives and the previous President who will be invited to participate as a committee member.

1. The Operations Committee shall assist the President as needed in the daily operations of the Cooperative.

2.  The Operations Committee shall be responsible:

(a)  for oversight and coordinating cooperative technical projects and reports with the SOCP Program Administrator ensuring projects and Project Executives are delivering products that benefit the members.

(b) for oversight and coordination of marketing of the Cooperative to prospective members in coordination with the SOCP Program Administrator.  This includes the maintenance and implementation of the SOCP Marketing Plan.

(c) for identifying areas where membership needs to be strengthened and opportunities for obtaining new members;  for coordinating membership recruitment efforts by members with the SOCP Program Administrator and providing tracking for these efforts.

Section 4Members 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.   Make policy decisions concerning the operation and management of the Cooperative.

E.   Approve the financial program for the program year.

F.   Act upon bylaws, amendments, resolutions and new business items.

G.   Set all fees.

H.   Determine the technical program for the year.

I.   Retain a Program Administrator.

J.  Establish Technical Teams

Section 5. Technical Teams shall:

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

B.  Support initiatives undertaken by the SOCP.

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

Section 6.  Program Administration shall:

A.  Coordinate all activities necessary to conduct SOCP membership meetings as directed by the President and Vice-President.

B.  Coordinate daily administrative operations of the cooperative as directed by the President and Vice-President.

C.   Provide a central information, coordination, and dissemination service.

D.   Provide support services to the Project Executives during project formulation and execution.

E.   Provide SOCP marketing service and support that include maintenance and implementation of the SOCP Marketing Plan and new SOCP member recruitment.

F.   Coordinate and facilitate production of SOCP meeting reports. 

Section 7.  Federal Government Liaisons

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

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

B.  The Federal Liaisons serving in this capacity must 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 duty activities.

D.  Federal employees may participate as a Federal liaison on Government time, use Government equipment and services, and travel on Government travel orders.

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 may be re-elected to the office of Vice-President after one year from his or her last day as President.  The President can be re-elected for one additional consecutive 12 month term.

B.   The Vice-President shall be elected for a 24-month term serving the first 12-month term as Vice-President followed by a 12-month term as President. In the event that the President is re-elected for one additional consecutive 12 month term the Vice-President can be re-elected for one additional consecutive 12 month term.

C.  The Secretary - shall be elected to a 12-month term and may be re-elected to additional 12-month terms without limit.

D.  The Treasurer - shall be elected to a 12-month term and may be re-elected to additional 12-month terms without limit.

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 additional terms without limit.

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. interests (including commercial, governmental, educational, labor unions, research, and classification societies or other invited organizations) which is involved in, or provides support for, the design, construction, operation, management, maintenance, or repair of vessels. Membership in the Cooperative shall consist of six types, which are defined as follows:

Download Membership Types

Section 2.  All members are entitled to the products and services provided by the cooperative.

Section 3.  For new Type I members joining after July 1st of the program year, dues will be prorated to the amount of $2,500 for that program year.

Section 4.  Eligible organizations may apply to become a Member by submitting the Membership Application to the Secretary. On acceptance, 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 all policy-making functions and to vote on all matters before the Cooperative, as noted in the Table under Section 1.

Section 5.  A member may, at any time, withdraw from the SOCP and terminate all obligations under the Cooperative Agreement upon providing thirty (30) days written-notice to the Vice-President. If a Member withdraws prior to the end of a program-year, no part of their cash 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 by January 1st of each year.

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 to carry out SOCP functions as approved by the Membership. Anticipated fund expenditures must be approved by both President and Vice-President.

 

ARTICLE VIII - MEETINGS AND QUORUMS

Section 1.  Meetings

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

B. The regular meetings shall be for the purpose of receiving reports of technical 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 Member organizations present at a regular member meeting or responding to an interim ballot, whose dues are current, shall constitute a quorum, provided a minimum of 9 Type I and Type II Members 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 the Members of the Cooperative.  All issues requiring a vote of the Cooperative will be decided by a majority of the quorum. 

B.  Each Type I and Type II 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 Secretary/Treasurer.

ARTICLE IX - RIGHTS IN PROPERTY

A.  The SOCP shall have rights to any and all products funded by and produced for SOCP members. 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.

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

(a)  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.

(b)  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.

(c)  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.

(d)  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.

(e)  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 MARAD- SOCP Cooperative Agreement is the governing document for the SOCP Bylaws and these Bylaws are in accordance with the Agreement. However, in the unlikely event that there is a conflict between the Cooperative Agreement and these Bylaws, the Cooperative Agreement shall govern.

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 regular meeting of the SOCP by a majority vote of the Member organizations present at a meeting provided that the proposed amendment has been distributed electronically to all members at least 30 days prior to the regular meeting.

Revision: October 1, 2013; Approved by Members November 07, 2013