MEMBERS ONLY

Constitution

Last Updated in June, 2006



ARTICLE I - NAME AND PURPOSE

Section 1. Name
The name of this Organization shall be the States Organization for Boating Access, hereinafter referred toas the “Organization.”

Section 2. Purpose
The Organization is organized exclusively for charitable, religious, educational and scientific purposes,including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

In furtherance of these purposes, the Organization shall engage in activities to promote the acquisition, development, and administration of recreational boating facilities by providing a medium for the exchange of views and experiences; foster private, interstate, and federal-state cooperation and coordination in boating facility design, safety construction, and financing; exchange views, ideas, concepts, and experiences relating to all aspects of recreational boating facilities including barrier-free access thereto; seek new and preserve existing funding sources supporting the construction, operation, and/or maintenance of recreational boating facilities; and increase efficiency in the acquisition, construction, maintenance, and administration of recreational boating facilities.


ARTICLE II - MEMBERSHIP

The primary voting membership in the Organization shall comprise the states. For purpose of this membership, "state" means a state, commonwealth, territory or district of the United States.

The requirements, rights and privleges of this primary membership shall be as accorded in the Bylaws adopted by the Organization. Other categories of conditional, non-voting membership may be granted by the Executive Board of the Organization, as defined in Article IV of this Constitution, and in accordance with the Bylaws adopted by the Organization.


ARTICLE III - MEETINGS

Regular meetings of the Organization, which shall include a session during which official business of the Organization shall be transacted, shall be called “conferences,” and shall be held at least annually and in accordance with the requirements set forth in the Bylaws adopted by the Organization. Special meetings f the membership may be held in accordance with the Bylaws adopted by the Organization.


ARTICLE IV - EXECUTIVE BOARD

The Organization shall be governed by an Executive Board, hereinafter referred to as the “Board,” which shall be elected by the voting membership of the Organization, act in trusteeship to the members of the Organization, formulate the policies of the Organization, and generally supervise their execution by the Officers, as defined in the Bylaws adopted by the Organization. The composition, eligibility, tenure, powers and duties of, meeting and other requirements for the Board and the individual members of the Board shall be as defined in the Bylaws adopted by the Organization.


ARTICLE V - COMPENSATION

No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes.


ARTICLE VI - POLITICAL AND OTHER ACTIVITIES

No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in, or intervene in(including the publishing or distribution of statements) any political campaign on behalf of or in opposition to, any candidate for public office.


ARTICLE VII - INDEMNIFICATION

Unless otherwise prohibited by law, the Organization may indemnify any Officer or member of the Executive Board or any former Officer or Board member, and may, by resolution of the Executive Board, indemnify any employee of the Organization, against any and all expenses and liabilities incurred by the person in connection with any claim, action, suit, or proceeding to which the person is made a party by reason of being an Officer, Board member or employee of the Organization. However, there shall be no indemnification in relation to matters as to which the Officer, Board member or employee shall be adjudged to be guilty of a criminal offense or liable to the Organization for damages arising out of the person’s own gross negligence in the performance of a duty to the Organization.

Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such Officer, Board member, or employee. The Organization may advance expenses or, where appropriate, may itself undertake the defense of any Officer, Board member or employee. However, such Officer, Board member, or employee shall repay such expenses if it should be ultimately determined that the person is not entitled to indemnification under this Bylaw.

The Executive Board may also authorize the purchase of insurance on behalf of any Officer, Board member, employee, or other agent against any liability incurred by the person which arises out of such person's status as an Officer, Board member, employee or agent, whether or not the Organization would have the power to indemnify the person against that liability under law.


ARTICLE VIII - BYLAWS

Bylaws not inconsistent with the provisions of this Constitution shall be adopted by the Organization.


ARTICLE IX - AMENDMENTS

This Constitution may be amended at any conference, as defined in Article III of this Constitution, upon the affirmative vote of two-thirds (2/3) of the votes entitled to be cast by the eligible member states. Notice of such amendment or amendments and the nature thereof shall be submitted to the eligible voting member states not less than thirty (30) days in advance of such conference. Advance notice may be waived by a two-thirds (2/3) affirmative vote of the eligible voting member states present and voting at such conference.


ARTICLE X - DISSOLUTION OF ORGANIZATION

Upon the dissolution of the Organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding sections of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose.


ARTICLE XI - EFFECTIVE DATE

This Constitution shall supersede all prior Constitutions and amendments thereto, and shall take effect upon its approval unless otherwise stated.


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