We, the Members of the Professional Shipwreck Explorers Association, in order to:
Establish and maintain the highest professional standards while exploring or otherwise utilizing shipwreck resources;
Ensure harmonious working relationships with one another, archaeological, scientific, historical and governmental entities;
Promote the knowledge gained from the exploration of shipwreck sites to the public; Protect the rights of our Members and provide means for solving and dealing with our common problems;
…make this Constitution for our Association.
Section 1. The name of the Professional Shipwreck Explorers Association Inc. (Hereafter referred to as "Association") The name "ProSEA" may also be used as an abbreviated version of the name.
Section 1. The activities of this Association will not violate the laws or standards of good business practices promoting free trade. Furthermore, the Association shall be a non-profit organization.
Section 1. The objects of the organization are:
a) To unite shipwreck explorers, salvors, archaeologists and historians throughout the World for their mutual benefit and protection, and for the benefit and protection of shipwreck resources and the interests of the general public.
b) To establish and maintain high standards of professional conduct among its Members.
c) Provide a forum for education, exchange of experience and opinions through discussion, study and publication.
d) Develop standards for the ethical treatment of underwater cultural resources, shipwreck remains and their contents that consider all constituencies who have an interest in their disposition.
e) Promote dialogue between salvors, archaeologists, sport divers, scientists, fishermen, museums, insurance companies and any other parties who may have an interest in world-wide shipwreck resources.
f) Sponsor meetings, trade shows and exhibitions to acquaint the Association's members, as well as the companies who do business with them, with advancements in technology and science that serves the needs of the Membership.
g) To represent its Members in matters of international importance, which may affect the Members or their ability to engage in their business or research.
We, the members of ProSEA, support all equitable and reasonable regulations designed to achieve those goals, and condemn those who would purposely attempt to interfere with the common interests of the Members of the organization.
Section 1. Principal Office - The Principal office of the Association shall be the office address of the Executive Director.
Section 2. Other offices - The Association may also maintain a office in such other places as the Board of Directors may from time to time designate or as the business of the corporation may require.
Section 3. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and place of its incorporation.
Section 1. Membership - The Membership of the Association shall consist of four classes known as:
a) Regular Members
b) Associate Members
c) Honorary Members
d) Life Members
Only Regular Members in good standing and Life Members shall be entitled to participate in the management of the Association as hereinafter provided.
Section 2. Qualifications of Regular Members - Any individual, partnership, firm or corporation that is engaged in the exploration of shipwrecks, whether for profit or not-for-profit, is eligible to become a Member of the Association under the terms and conditions herein set forth. "Exploration" for the purpose of this section includes the ethical search, study, excavation and salvage of any shipwreck, as well as conservation and study of any artifacts which may have been recovered from any shipwreck. For the purposes of this document, "shipwreck" shall include the remains of ships, their hulls, contents and cargoes, as well airplanes, trains and any other man-made means of transport and its cargo and contents lost in oceans, seas, lakes, rivers or other bodies of water.
Regular Members must have invested considerable time and other resources in the ethical pursuit of archaeological, historical or scientific knowledge and/or historically or intrinsically valuable assets which may be recovered from shipwrecks located in the waters of the world. Only those entities that subscribe to the Code of Ethics of ProSEA, and whose past activities are deemed to be in compliance with the Code of Ethics of the Association, qualify to become Regular Members of the Association.
Section 3. Qualifications of Associate Members - Any individual, partnership, firm or corporation that is actively engaged in the sale of research data, technology, components, equipment or supplies to regular Members of the Association is eligible to become an Associate Member of the Association under the terms and conditions herein set. If in good standing, Associate Members shall be eligible to attend all regular meetings, exhibits or trade shows of the Association, to receive publications and releases of the association and to enjoy such other privileges of the Association as may be determined from time to time by the Board of Directors. Associate Members may not hold office or vote at meetings of the Association.
Section 4. Qualifications of Honorary Members - An Honorary Member shall be a non-Member of the Association who has contributed substantially to the goals of ProSEA. This is an honorary award and carries with it no rights, nor any obligations. Nominations for Honorary Members must come from a regular Association Member.
Section 5. Qualifications of Life Members - A Life Member shall be an individual who has contributed substantially as a Regular Member or representative of a Member of the Association for at least ten years and is retired from active participation in his or her company. A Life Member must be elected by unanimous vote of the Board of Directors of the Association. Life Members will not be required to pay dues.
Section 6. Election of Members - Application for Regular or Associate Membership in the Association shall be made to the Executive Director of the Association in writing on application forms made available through the Membership Committee for that purpose. Such application shall set forth such information and data concerning the applicant as may be deemed necessary and proper, and shall also include the applicant's agreement to observe this Constitution and these Bylaws of the Association, as well as the Code of Ethics adopted by this Association.
Such applications for Membership shall be referred to the Membership Committee which shall review the qualifications for Membership of each applicant and refer each application to the Board of Directors together with the findings of the committee. The Membership Committee shall take into account the experience, reputation and potential for contribution to the goals of the Association in making their findings.
A favorable vote of the majority of the Board of Directors shall be necessary to elect the applicant to Membership. Upon a favorable vote by the Board, the Executive Director shall notify the applicant of election to Membership.
Section 7. Representative of Regular Members - Upon election to Membership, each Regular Member who is not an individual shall file with the Executive Director the names of a delegate and alternate to represent such Member at all meetings of the Association with the authority to vote on behalf of that Member. The designation of a delegate or alternate may be changed at any time by written notice filed with the Executive Director. Any Regular Member represented at a meeting by a duly-designated delegate or alternate shall be deemed present at such meeting.
Section 8. Non-transferability of Membership - No Membership shall be assigned or transferred either voluntarily or by operation of law, except with the consent and approval of the Board of Directors; nor shall any Membership or Membership rights of a Member be assigned, transferred, alienated or encumbered in any manner or by any means whatsoever.
Section 9. Voting Rights of Regular and Life Members - Each Regular Member and Life Member shall have one vote on each question or matter which is brought to the Membership by the Board of Directors. That vote is to be cast by the Member, the delegate, or in the absence of the delegate, by the alternate delegate.
Section 10. Property Rights of Members - Inasmuch as this is a non-profit corporation, no dividend or other distribution shall be made to Members from surplus cash flow, if any, of the corporation, and no such earnings shall inure to the benefit of any Member.
Section 11. Members in Good Standing - No Member shall be in good standing whose dues are ninety (90) days in arrears. Only voting Members or their delegates in good standing will be allowed to vote at any annual or special meeting of the Members.
Section 12. Termination of Membership - Any Member may withdraw from the Association by written resignation delivered to the Secretary.
Section 13. Suspension and Expulsion - Any Membership may be suspended or terminated for cause. Sufficient cause for such suspension or termination of Membership shall be violation of the Bylaws, the Code of Ethics or any other lawful rule or practice duly adopted by the Association. Suspension or expulsion shall be by two-thirds (2/3) vote of the entire Membership of the Board of Directors; provided that a statement of charges has been sent by registered, certified or other means which provides acknowledgment of delivery to the last recorded address of the Member at least 30 days before final action is taken thereon. This statement shall be accompanied by a notice of time and place of the meeting of the Board of Directors at which the charges will be considered. The Member shall have the opportunity to appear in person and/or to be represented by counsel to present any defense to such charges before action is taken thereon.
Section 14. Re-admission - Any Member whose Membership expires may thereafter apply for re-admission, in the same manner as a new applicant, providing all his dues and any and all monies owed to the Association are paid up.
Section 1. Initiation fees - Initiation fees are to be set by a majority vote of the Board of Directors. All Members of the Regular or Associate class of Members who pay their initiation fee within the first year of formation of the Association shall be known as Charter Members of this Association.
Section 2. Dues - The annual dues, payable annually in advance, shall be as determined by the Board of Directors, as established from time to time. Invoices shall be rendered to Members thirty days prior to the due date.
Section 3. Fiscal Year - The Fiscal Year shall be established by Board of Directors.
Section 4. Audits - The Board of Directors may engage the services of a recognized auditing firm who shall audit the Treasurer's books and statements from time to time, as deemed necessary. After an audit, a report shall be distributed to the Board of Directors which shall be distributed to the Members at the annual meeting.
Section 5. Holding of Funds - All funds of the Association are to be held in a bank or banks to be authorized by the Board of Directors at any authorized meeting. All funds are to be held in the name of the Association, or in accounts specifically authorized as official by the Board of Directors.
Section 6. Disbursements - All disbursements in excess of $1,000 are to be made on any two of four signatories to be designated by the Board of Directors. Disbursements of less than $1,000 may be made by those signatories directed to do so by the Board of Directors.
Section 7. Distribution of Assets - Upon dissolution of the Association, any assets thereof, after payment of all obligations of the Association, shall be distributed pro rata to the regular Members in good standing.
Section 8. Budget - The Board of Directors shall prepare and approve a budget covering anticipated expenditures for the ensuing year prior to the start of the fourth fiscal quarter. No expenditures shall be made in excess of the total approved except upon specific approval of the Board of Directors or by the Executive Committee and ratified by the Board at the next official meeting.
Section 9. Contributing Sponsors - The Board of Directors shall have the right to receive contributions from any person, firms or corporation interested in furthering the objectives of the Association. The Board of Directors may recognize any such person, firm or corporation which contributes an amount to be determined by the Board annually as a Contributing Sponsor and may authorize them to participate in, and receive the benefits of the established programs for Members of this Association as the Board may, from time to time determine.
Section 1. Annual Meeting - The Association shall have an Annual Meeting in each Calendar year, at a time and place determined by the Convention Committee. If the Convention Committee cannot or does not reach an agreement, then the place and the time shall be determined by a simple majority vote of the Board of Directors.
Section 2. Special Meetings - Special Meetings of the Members may be called by the President, the Board of Directors, or not less than 10% of the Members having voting rights. Such requests shall state the purpose or purposes of the proposed meeting.
Section 3. Notice of Meetings - Written or printed notice stating the place, day and hour of any meeting of Members and the purpose(s) of any Special Meeting, shall be delivered either personally or by mail to each Member entitled to vote at such meeting, not less than thirty (30) days before each meeting at the direction of the President or Secretary of the Association.
Section 4. Quorum - At any meeting of those Members with voting rights, the Members in attendance by person or proxy shall constitute a quorum, except as otherwise provided by the law or by the certificate of incorporation. The affirmative vote of a majority of those present shall be necessary for the adoption of any matter voted upon by the Membership.
Section 5. Proxies - At any meeting of Members, a Member entitled to vote, may vote by proxy executed in writing by the Member or by his duly appointed attorney-in-fact. No proxy shall be valid after the meeting for which it is intended. Proxies shall be presented to the Executive Director before each meeting.
Section 6. Voting by Mail - Any proposed action which requires the approval of the Members of the Association, may, at the discretion of the Board of Directors, be voted upon by mail ballot. Any resolution and ballot to be submitted to the Membership for voting by mail must first be approved in form by the Board of Directors; the Board of Directors shall then select three inspectors who, together with the Executive Director or Secretary shall conduct the voting upon such terms and conditions as may be prescribed by the Board of Directors.
Section 7. Rules of Order - Proceedings at any meeting shall be according to "Roberts' Rules of Order" to the extent they are not inconsistent with these By-laws.
Section 1. General Powers - The general direction and management of the affairs, funds (including the adoption of initiation fees, dues and other assessments and the method and the date of payment) and property of the Association shall be vested in the Board of Directors subject to the provisions of the State of Florida Non-profit Corporations Act, and such specific determinations and directions as may be given at any meeting of the voting Members.
Section 2. Executive Director - The board of Directors shall appoint annually an Executive on such terms as in their opinion will be in the best interest of the Members of the Association.
Section 3. Number and Qualification of the Board - The Board of Directors of the Association shall consist of not less than three (3), nor more than nine (9) Regular Members of the Association and shall consist of at least the Chairman of the Past President's Advisory Committee, President, Vice President and Secretary-Treasurer.
Section 4. Election and Term of Office - The Directors shall be elected at the Annual Meetings of Regular Members held, but if any such Annual Meeting is not held, or the Directors are not elected for any reason, the Directors may be elected at any Special Meeting of the Regular Members held for that purpose. Directors shall be elected to staggered terms of three (3) years or until their successors are elected. The terms of office for the initial board shall be determined by lot with 1/3 of the board serving for one year, 1/3 serving for 2 years, and 1/3 serving for 3 years. Directors may be elected to succeed themselves.
Section 5. Vacancies - Vacancies in the Board of Directors may be filled by the affirmative vote of a majority of the current Members of the Board. Any person so elected shall hold office for the un-expired term of the Member being replaced.
Section 6. Meetings - Except that the Board shall have a regular meeting at the time and place of the Annual Meeting, the Board shall meet upon request of the President at such times and places as he may designate, and shall be called to meet upon demand of a majority of the Members of the Board. Notice of all meetings of the Board of Directors shall be sent by mail or other form of transmittal to each Member of the Board at his/her last recorded address at least ten (10) days in advance of such meeting. A meeting can also be called by 10% of the regular Members.
Section 7. Waiver of Notice - Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all the Directors entitled to vote on the subject matter to be voted on. All such waivers shall be filed with the corporate records or made part of the minutes of the meeting.
Section 8. Telephonic Meeting - Any meeting of the Board of Directors may be held by conference telephone or other communication whereby all Members who participate in the call shall be deemed to be present in person.
Section 9. Quorum - A majority of the currently standing Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business of the Association. The act of a majority of the Directors at any meeting at which there is a quorum, shall be the Act of the entire Board, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these bylaws.
Section 10. Past President's Advisory Committee - The Chairman of the Past President's Advisory Committee shall be entitled to attend and participate in, with voting rights, all meetings of the Board of Directors of the Association. All other Past Presidents of the Association shall be entitled to participate in, without voting rights, all meetings of the Board of Directors.
Section 1. The elective officers of this Association shall be president, vice-president, secretary-treasurer and the immediate Past President, each of whom, with the exception of the Past President, shall be elected by the Board of Directors from among their numbers at the annual meeting of the Board of Directors.
Section 2. Term of Office - Unless sooner removed by a majority vote of the Board of Directors, or unless they resign or are disqualified by reason of loss of their status as a Member or Representative of a Member in good standing, all officers shall hold office for a term of one (1) year or until their successors are duly elected. Any officer or director may be removed at any regular meeting of the regular Members or at any special meeting called for that purpose. A vacancy in any office may be filled for the unexpired term by any appointee of the Board of Directors at any regular or special meeting.
Section 3. President - The president shall be the principal elective officer of the organization, shall preside at meetings of the Association and of the Board of Directors and the Executive Committee, and shall be a Member exofficio, with right to vote, of all committees except the nominating committee. He shall also, at the Annual Meeting of the Association, and at such other times as he deems proper, communicate to the Association or to the Board of Directors such matters and make such suggestions as may in his opinion tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incident to the office of president or as may be prescribed by the Board of Directors.
Section 4. Vice President - The vice president may be delegated by the president to perform his duties, in the event of his temporary disability or absence from meetings, and shall have such duties as the president or the Board may assign.
Section 5. Secretary -Treasurer - The Secretary - Treasurer of the Association shall cause to be recorded the minutes of all meetings of the Board of Directors and the Executive Committee; and shall arrange for the sending of all notices of meetings, suspensions, applications for Membership and statements of dues and assessments. Furthermore, he shall ensure that books be audited as required by the Board, and maintained commensurately with generally accepted accounting principles in the hands of whomsoever the Board of Directors shall designate; and oversee the safekeeping of all funds and assets of the Association, and shall act as signator for all official documents of the Association. The executive director shall perform such duties of the Secretary - Treasurer as shall be designated by the Board of Directors.
Section 5. Executive Director - The administration and management of the Association shall be in a salaried staff head, appointed by, and directly responsible to the Board of Directors. He shall have the title of executive director or such other title as the Board of Directors shall from time to time designate. He shall be the chief executive and operating officer of the Association, with responsibility for the management and direction of all operations, programs, activities and affairs of the Association, including employment and termination of employment, and the determination of compensation of Members of the staff and support personnel. He shall carry out these responsibilities while functioning within the framework of policy aims and programs as generally determined by the Board of Directors. He shall also have such other duties as may be prescribed by the Board.
Section 6. General Counsel - The general counsel shall be appointed by the President with the approval of the Board of Directors. The General Counsel shall render services as requested by the President.
Section 7. Bonding - At the direction of the Board of Directors, any officer or employee of the Association shall furnish, at the expense of the Association, a fidelity bond, in such sum as the Board shall prescribe.
Section 1. Committees - The President, subject to the approval of the Board of Directors, shall annually appoint such standing, special or subcommittees as may be required by the bylaws or as he may find necessary. These should include a Membership and Recruitment Committee, a Grievance Committee, a Legislative Committee, a Public Relations Committee, a Finance, Budget and Auditing Committee, a Nominating Committee, a Professional Education Committee, a Convention Committee and an Ethics Committee. There shall also be an Executive Committee and a Past President's Committee. Unless specified otherwise in the bylaws of the Association, Regular and Associate Members may be appointed to these committees.
Section 2. Executive Committee - There shall be elected annually by the Board two (2) Members thereof, who, with the president, vice president and secretary-treasurer shall constitute and executive committee. They may exercise the powers of the Board of Directors when the Board is not in session, reporting any action taken at its succeeding meeting of the Board. Three Members shall constitute a quorum for the transaction of business. Meetings may be called by any Member of the Executive Committee.
Section 3. Membership Committee - The Membership Committee shall promptly investigate all applications for regular Membership, and shall submit to the Board of Directors all applications with a recommendation for acceptance or rejection. The Board shall give consideration to and take action upon such applications. Only Board Members may sit on this Committee.
Section 4. Grievance Committee - The Grievance Committee shall investigate all complaints by Members or non-Members against any regular or associate Members, or may instigate such investigations upon its own initiative. The committee shall notify any Member of the nature of the complaint which has been lodged against them. The Member under investigation shall be entitled to defend themselves in writing or in person before a meeting of the Grievance Committee. Submission of the Member's defense must be made no more than thirty (30) days after their notification of the grievance.
The Grievance Committee may, after hearing the defense, dismiss the complaint in its entirety. If the Committee recommends disciplinary action against any Member, it may include suspension and revocation of Membership, imposition of a fine, or other action, as the committee deems appropriate.
In the event that disciplinary action is taken against any Member, that Member may appeal the decision of the Committee to the Board of Directors for its consideration and action. In such cases, the Board may affirm or modify or reverse any decision made by the Committee. The decision of the Board of Directors with respect to any disciplinary action shall be final. Only Board Members may sit on this Committee.
Section 5. Legislative Committee - The legislative committee shall seek, receive and disseminate information and advise as to existing or proposed legislation or regulations affecting the Membership, and shall recommend to the officers and Board of Directors of the Association the procedure to be followed in any situation in which action by the Association or a statement as to the position of the Association may be advisable.
Section 6. Public Relations Committee - The Public Relations Committee shall gather, publish and disseminate such material, data, statements and such items of interest as shall be deemed necessary or advantageous in connection with the affairs of the Association, and fostering the harmonious relations between the Association and the public, as well as archaeological, scientific, historical and other organizations that have an interest in the business of the Members of the Association.
Section 7. Finance Committee - The Finance, Budget and Auditing Committee shall be responsible for preparing a tentative budget each year, and submitting same at the Annual Meeting. It shall, at the request of the president, supervise the audit of the all books and accounting of the Association, and make suggestions and plans for raising and expending monies required by the Association.
Section 8. Nominating Committee - The Nominating Committee shall make nominations for the Board of Directors to be elected by the Members of the Association at the Annual Meeting. Only Board Members may sit on this Committee.
Section 9. Convention Committee - The Convention Committee shall determine the time and place of the Annual Meeting of the Association, and shall generally make all arrangements with regard to the Meeting, and supervise and manage the same.
Section 10. Past Presidents' Committee - The Past Presidents' Committee shall be comprised of all Past President's of the Association and shall generally advise, assist and consult with the Officer's and Directors of the Association in such manner and at such times as they may request. The most senior Past President shall serve as Chairman of the Committee.
Section 11. Ethics Committee - The Ethics Committee shall study and review the Code of Ethics of the Association and propose revisions thereof and additions thereto, when, in the discretion of the committee, it is advisable to do so. It shall, when requested by the Grievance Committee, advise that committee with regard to ethical problems and situations which may arise.
It shall investigate, study, consider and advise as to ethical problems and situations between Members, between Members and non-Members and, generally, as to matters relating to professional ethics which involve the general public, archaeological and scientific groups, governmental and regulatory agencies. Said Committee shall be charged with a duty to keep the Members of the Association advised as to matters of an ethical nature which may arise or affect the profession or business of the Members.
Section 1. Indemnification - The Association will provide for indemnification by the Association of any and all of its Officers, Directors or former Officers or Directors against expenses actually incurred by them in connection with the defense of any action, suit or proceeding, in which they are made party, by reason of having been Officers or Directors of the Association. This indemnification will not apply in the event that the Officer or Director is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of their duties, unless they are determined to have been acting in good faith.
Section 1. Amendments to the Bylaws - These Bylaws may be amended:
(a) At any Annual Meeting or Special Meeting, if notice of the proposed alteration or repeal of Bylaw or Bylaws to be made are contained in the notice of such Annual or Special Meeting, by the affirmative vote of a majority of the Members entitled to vote; or
(b) By the affirmative vote of a majority of the Board of Directors at any Regular Meeting of the Board or at any special meeting thereof; if notice of the proposed alteration or repeal of Bylaw or Bylaws to be made are contained in the notice of the meeting, provided that any Bylaw or Bylaws made, adopted or amended by the Board of Directors shall be subject to amendment or repeal by the Regular Members of the Association.