SOUTHEASTERN ADMIRALTY LAW INSTITUTE
A Non-Profit South Carolina Corporation
BY-LAWS
(As Amended and Restated on October 1, 2022, to be effective as of January 1, 2023)
ARTICLE I
Name and Purpose
Section 1. The Corporation’s Predecessor:
The Corporation is the corporate successor to an unincorporated association heretofore known and operated under the name and style “Southeastern Admiralty Law Institute” (the “corporation” or the “Institute”) and is incorporated as a non-profit South Carolina corporation with its principal place of business at Charleston, South Carolina.
Section 2. Purpose:
As expressed in the Certificate of Incorporation of the corporation, the purpose of the corporation is to provide a forum for the discussion of and continuing education in admiralty and maritime law, its practice and administration among the practitioners in the ports of the southeastern United States, and thereby to promote higher professional standards and better methods in the practice of maritime law.
ARTICLE II
Governance
Section 1. Board of Directors:
The Board of Directors shall consist of two (2) directors each from the ports of Norfolk, Wilmington, N.C., Charleston, Savannah, Jacksonville, Miami / Ft. Lauderdale, Tampa, Mobile, New Orleans and Houston, and one (1) director each from the Florida Panhandle, Mississippi, Coastal Texas (excluding Houston), Maryland, and Kentucky plus not more than four (4) directors selected at-large from the states included within the Institute. Terms of directors shall be for two (2) years, and shall be staggered so that approximately half of the Board shall be elected each year. Directors shall assume their positions on the first day of January following the Annual Meeting at which they are elected. In the event that a director, during said term of office, shall cease to be a member of the Institute by reason of death, withdrawal, failure to pay annual dues or other loss of membership, the Executive Committee may appoint a member from that director’s port or, if an at-large member, from that or another geographic area, to serve the remainder of such director’s term.
Section 2. Officers:
(1) The officers of the Institute shall be a Chair, a Vice-Chair, a Secretary and a Treasurer and shall each act as a member of the Board of Directors in addition to the directors specified in Section 1.
(2) Duties of Officers:
(a) Chair: It shall be the duty of the Chair to preside at all meetings of the corporation and of the Board of Directors, to appoint committees, to appoint members to serve temporarily in elective offices that have been vacated, and to perform such other duties as ordinarily pertain to the office.
(b) Vice-Chair: It shall be the duty of the Vice-Chair and in the absence of the Chairman to preside at the meetings of the Institute and of the Board of Directors. The Vice-Chair shall automatically become Chair upon the death, disability or resignation of the Chair.
(c) Secretary: It shall be the duty of the Secretary to keep the records of membership, and to monitor the membership rolls by submitting reports to the Executive Committee reflecting active membership and overdue payment of dues for members and resulting suspensions and loss of membership in accordance with Article IV, Section 4, to be submitted on or about April 10th and July 10th, respectively. The Secretary shall also send out notices of meetings of the Institute and the Board of Directors, record and preserve the minutes of these meetings, and perform such other duties as pertain to the office.
(d) Treasurer: It shall be the duty of the Treasurer to have custody of all funds, accounting for the same to the corporation at its annual meeting and at any other time upon the demand of the Board of Directors and to perform such other duties pertaining to that office. The Treasurer shall deposit all funds of the corporation in a bank insured by the F.D.I.C.
(3) Term of Office:
Officers shall assume the offices to which they are elected on the first day of January following the annual general meeting at which they are elected to office. Officers shall serve for a period of one (1) year from the date upon which they assume the office to which they are elected, or until their successors are duly elected and qualified.
Section 3. Executive Committee:
The Chair, Vice-Chair, Secretary and Treasurer of the Institute shall constitute the Executive Committee. The Executive Committee shall be responsible for the day-to-day activities and management of the business affairs of the Institute, with the advice and input of the Board of Directors. It shall not be necessary for the Executive Committee to convene meetings of the Executive Committee in order to transact business on behalf of the Institute, but its members may confer by telephone, mail or electronic or other means of communication. Action by the Executive Committee may be taken upon the concurrence of three of its members. The Chair of the Institute shall be the Chair of the Executive Committee.
ARTICLE III
Membership
Section 1. Classes of Membership:
There shall be seven classes of membership: Regular, Non-Resident, Associate, Government, Honorary, Life and Student.
(1) Regular: All attorneys admitted to practice in the states of Virginia, North Carolina, South Carolina, Georgia, Florida, Alabama, Tennessee, Mississippi, Louisiana, Texas, Maryland, Kentucky and the Commonwealth of Puerto Rico who devote a substantial amount of their practice to admiralty and maritime law shall be eligible for regular membership in the corporation.
(2) Non-Resident: All attorneys not admitted to practice in the states mentioned in Section 1(a) shall be eligible for non-resident membership but shall not be entitled to vote in the affairs of the corporation.
(3) Associate: Any citizen of the United States who is not an attorney but who is engaged in a maritime-related occupation or activity, may become an associate member but shall not be entitled to vote in the affairs of the corporation.
(4) Government: All attorneys with a current license in good standing who are currently serving on active duty in any branch of the armed forces of the United States or otherwise employed full time with a federal or state agency. Government members shall pay one-half the dues of regular members but shall be eligible to vote in the affairs of the Institute.
(5) Honorary: The Board of Directors may elect as an honorary member any person who has rendered exemplary service in advancing the administration of maritime law. Honorary members shall pay no dues and shall have no vote.
(6) Life: Any member of the Institute who is on January 1 of that year a member in good standing and who has maintained membership in the Institute for a cumulative period of forty (40) years shall be designated a life member, who may elect to forego payment of annual dues by notifying the Treasurer on or before January 1 of the same, and shall, regardless, be eligible to vote in the affairs of the Institute.
(7) Student: All law students enrolled in an ABA accredited law school located in one of the states or the Commonwealth enumerated in Subsection (a) above shall be eligible for student membership in the Institute. Student members shall pay one-half the dues of regular members but shall not be eligible to vote in the affairs of the Institute.
Section 2. Application and Dues
All applications for membership (other than honorary) shall be referred to a Membership Committee and shall be accompanied by an application fee of $50.00, or other amount set by the Executive Committee. The membership dues and application fees shall be fixed by the Executive Committee from year to year. The Institute is committed to equal opportunity for all members without regard to race, color, religion, sex, sexual orientation, gender identity, pregnancy, childbirth or related medical conditions, national origin, ethnicity, age, disability, marital status, genetic information, veteran status, uniformed service or any other legally protected characteristic.
Section 3. Special Charges
Fees and charges for attendance at educational meetings or seminars and other special charges shall be set by the Executive Committee.
Section 4. Membership Committee; Sponsoring of Members
The Membership Committee shall consist of the Officers and Directors of the Institute then holding office. The Membership Committee shall from time to time promulgate such application form or forms as at its discretion it may deem advisable to ascertain the qualifications of any applicant for membership in the Institute. Any applicant for membership in the Institute must be sponsored in writing by a member of the Institute in good standing, and must be seconded, in writing, by another member of the Institute in good standing. Applicants for membership may be sponsored and seconded by an Officer or Director of the Institute. Any applicant for regular membership in the Institute must be approved by one of the members of the membership Committee from the port where the applicant is engaged in the practice of law or from the nearest port represented on the Membership Committee. An applicant for non-resident, associate, or government membership must be sponsored and seconded in writing by a member of the Institute and must receive the approval of one member of the Membership Committee.
Section 5. Suspension From and Loss of Membership
Failure on the part of a member of the Institute to pay the annual dues for membership in the Institute within ninety (90) days of the date upon which they are due shall automatically cause such member to be suspended from the rights, duties and privileges of membership in the Institute. It shall be the responsibility of the member to notify the Secretary of the Institute of any changes in the member’s business, firm, and mailing address. Any suspended member may be reinstated by tendering payment for the annual dues within a period of twelve (12) months from the date upon which they are due and payable. Failure on the part of any member to tender for payment the annual dues within twelve (12) months from the date upon which they are due shall result in automatic loss of membership in the Institute. Any member of the Institute who shall be convicted of a felony or in the case of a practicing attorney, who shall be disbarred from the practice of law, shall forthwith cease to become a member of the Institute. Any regular or non-resident member of the Institute who shall withdraw from the active practice of law shall be entitled, upon request, to be designated as an associate member of the Institute as defined in these by-laws. Any member of the Institute who shall lose membership status in the Institute for any reason whatsoever may reapply for membership in the manner herein provided.
ARTICLE IV
Meetings and Elections
Section 1. Annual Meeting and Elections
An annual general meeting of the members of the Institute shall be held on the first Saturday in October of each year, unless otherwise designated by the Executive Committee, at a time and place to be designated by the Executive Committee. The election of Directors and Officers shall take place at the annual meeting, and such other business shall be transacted as may come before the meeting.
Section 2. Special Meetings
Special meetings of the membership may be called by the Executive Committee or by the Board of Directors when deemed necessary.
Section 3. Quorum for Membership Meetings
The members present at any annual or special meeting shall constitute a quorum.
Section 4. Meetings of Board of Directors
Meetings of the Board of Directors may be called by the Chair whenever deemed necessary or on the request of three members of the Board, due notice having been given.
Section 5. Quorum for Board Meetings
Six (6) members of the Board of Directors shall constitute a quorum. Any member absent for more than two consecutive meetings without justifiable reason may upon recommendation of the Chair be dropped from the Board.
ARTICLE V
Dissolution
Upon dissolution, the assets of the corporation shall be distributed in accordance with the provisions of the Certificate of Incorporation of the corporation.
ARTICLE VI
Fiscal Year
The fiscal year of the corporation shall commence on the first day of January of each year and shall end on the thirty-first day of December of each year.
ARTICLE VII
By-Laws
The by-laws of the corporation may be amended by a majority vote of the members of the Institute present at any annual general membership meeting of the Institute or at any special meeting called for that purpose. Amendments to the by-laws may be proposed by the Executive Committee or by a majority of the Board of Directors. Notice by email or other electronic means shall be given to the members of the Institute of any meeting at which proposed amendments to the by-laws are to be considered not less than fifteen (15) days prior to the meeting, and copies of the proposed amendments shall be furnished to the members of the Institute with such notice.
ARTICLE VIII
Advisory Council
There shall be maintained at all times a Advisory Council committee known and designated as the Advisory Council of the Southeastern Admiralty Law Institute which shall be composed of all of the past Chairs of the Institute.
The Advisory Council shall meet not less than once during each fiscal year of the Institute and shall submit a yearly report to the membership at the annual meeting of the membership.
The duties and responsibilities of the Advisory Council shall be to:
(1) advise and counsel the members, Executive Committee and the Board of Directors of the Institute concerning all matters or things which may affect or relate to the activities for which the Institute was organized;
(2) recommend and propose new projects and endeavors for the Institute;
(3) act as a nomination committee to nominate members of the Institute for the offices of Chair, Vice-Chair, Secretary, Treasurer, and all other elected offices of the Institute and for the members of the Board of Directors of the Institute; and
(4) perform and carry out such other duties and functions as the Board of Directors or the membership of the Institute shall request from time to time.
ARTICLE IX
Long Range Planning Committee
There shall be maintained at all times a committee known and designated at the Long-Range Planning Committee of the Southeastern Admiralty Law Institute (the “Committee”) which shall be composed of five members of the Institute. The members of the Committee shall be appointed by the Chair of the Institute, who shall also designate one Member of the Committee as the Chair of the Committee. Members of the Committee shall serve a term of three years, with terms staggered such that two new members are appointed in even years and three new members are appointed in odd years by the Chair of the Institute. No member of the Committee shall be appointed to successive terms. The Chair of the Institute shall fill any vacancies resulting from the death or resignation of any member of the Committee for the balance of that member’s term.
The duties and responsibilities of the Long-Range Planning Committee shall be to:
(1) advise and counsel the Executive Committee and Board of Directors of the Institute concerning all matters or things which may affect or relate to the activities for which the Institute was organized;
(2) recommend and propose new projects and endeavors of the Institute;
(3) oversee Port Directors’ activities and propose activities within the geographic locations of the Port Directors;
(4) coordinate sponsorships for the Institute’s Annual Seminar and other events which the Executive Committee may determine are appropriate for sponsorships; and
(5) perform and carry out such other duties and functions as the Executive Committee or the Board of Directors of the Institute shall request from time to time.
ARTICLE X
Editorial Board
There shall be maintained at all times a Board known and designated as the Editorial Board of the Southeastern Admiralty Law Institute (the “Board”) which shall be composed of six members of the Institute. The Members of the Board shall be appointed by the Chair of the Institute, who shall also designate one Member of the Board as the Editor in Chief. Members of the Board shall serve a term of two years, with terms staggered so that two new members are designated each year by the Chair of the Institute. Members of the Board may be appointed to serve one successive term. The Chair of the Institute shall fill any vacancy resulting from the death or resignation of any member or the Board for the balance of that member’s term. There shall be at least one member of the Editorial Board from each of the three United States Court of Appeals (Fourth, Fifth and Eleventh) from which the regular membership of the Institute is composed.
The duties and responsibilities of the Editorial Board shall be to:
(1) compile all materials submitted by the Annual Seminar speakers for publication as the Seminar Materials. The Members of the Board shall review all materials for content, form, clarity, typographical errors, and consistency, and shall propose edits to the Editor in Chief;
(2) compile, edit and publish a newsletter regarding the activities of the Institute and in furtherance of the purpose of the Institute to provide a forum for the discussion of and continuing education in admiralty and maritime law, its practice and administration among the practitioners in the ports of the southeastern United States. The newsletter shall be published on a schedule and in a format designated by the Chair of the Institute. The Editor in Chief shall assign the completion of this task to two members of the Board, who shall also advise and counsel the Officers of the Institute, the Editor in Chief and the Board of Directors of the Institute concerning said newsletter;
(3) compile, edit, maintain, and update the website and electronic communications of the Institute. The Chair of the Institute shall assign the completion of this task to one member of the Editorial Board who shall be deemed the Webmaster. The Webmaster shall advise and counsel the Officers of the Institute, the Editor in Chief, and the Board of Directors of the institute concerning all internet-related matters so assigned; and
(4) perform and carry out such other duties and functions as the Executive Committee and Board of Directors of the Institute shall request from time to time.