Loading...
FY2023-11 Amending The Bylaws Of The Kodiak Fisheries Development Association1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 Introduced by: Mayor and Assembly Drafted by: KFDA Chairperson Introduced on: 09/01/2022 Postponed to: 10/06/2022 Amended on: 10/06/2022 Adopted on: 10/06/2022 KODIAK ISLAND BOROUGH RESOLUTION NO. FY2023-11 A RESOLUTION OF THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH AMENDING THE BYLAWS OF THE KODIAK FISHERIES DEVELOPMENT ASSOCIATION WHEREAS, the North Pacific Fishery Management Council adopted the Bering Sea/Aleutian Islands Crab Rationalization Program as Amendments 18 and 19 to the Fishery Management Plan for Bering Sea/Aleutian Islands King and Tanner Crabs; and WHEREAS, under the Program, Kodiak was designated as an eligible crab community (ECC) and in connection with such designation, the City of Kodiak and the Kodiak Island Borough have the authority to jointly exercise certain rights of first refusal (ROFR) with respect to processor quota shares (PQS) allocated under the Program; and WHEREAS, to exercise the ECC ROFR, the City of Kodiak and the Kodiak Island Borough have jointly designated the Kodiak Fisheries Development Association (KFDA) as the region's eligible crab community entity (ECCE) having the authority to do so on their behalf; and WHEREAS, the current bylaws were adopted by the initial KFDA directors in 2005; and WHEREAS, the Kodiak Fisheries Development Association bylaws may only be amended jointly by resolution of the Kodiak City Council and the Kodiak Island Borough Assembly; and WHEREAS, the Board of Directors is recommending a number of amendments the KFDA's bylaws; and WHEREAS, the City of Kodiak adopted the same resolution amending the KFDA bylaws on August 25, 2022. NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH that: Section 1: The current bylaws are hereby rescinded. The Kodiak Fisheries Development Association bylaws are amended as follows: A. Article IV Section 3. C. Last sentence amended to read "... approval by a majority of the members of the Board is required for all Board action." Kodiak Island Borough, Alaska Resolution No. FY2023-11 Page 1 of 2 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 B. Article IV Section 4. Delete the first sentence, as who appoints Directors is laid out in the P previous section of the by-laws. C. Article IV Section 10. Amended to read "Presence of the 4/7 of the members of the Board shall constitute a quorum for the transaction of business at all meetings." D. Article VIII Section 2. Delete "or shareholders" E. Article IX Section 2. Amend to read "The fiscal year of the Corporation shall be from July 1 through June 30th." Section 2. A copy of the adopted bylaws shall be attached to this resolution as part of the official record. Section 3. A copy of this resolution shall be forwarded to the City of Kodiak after adoption. Section 4. This resolution is effective upon adoption by both municipalities. ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THIS SIXTH DAY OCTOBER, 2022 KODIAK ISLAND BOROUGH 0 p 2 I �7 �/ ATTE T: l j C rdyw FOP M. - Will aiWill m Roberts, Mayor No . Javier, MMC, B ough Clerk VOTES: Ayes: Smith, Turner, Williams, Arndt, Delgado, Griffin, Smiley Noes: None Kodiak Island Borough, Alaska Resolution No. FY2023-11 Page 2 of 2 PROPOSED REVISIONS September 2021 BYLAWS OF KODIAK FISHERIES DEVELOPMENT ASSOCIATION ARTICLE I - NAME The name of the organization shall be Kodiak Fisheries Development Association (the "Corporation"). ARTICLE 11- PURPOSE The Corporation is organized exclusively to promote the social welfare of the City of Kodiak and the Kodiak Island Borough (together, the "Kodiak Community"), consistent with Section 501(c)(4) of the Internal Revenue Code of the United States (as the same may be amended, supplemented, or replaced from time to time, the "Internal Revenue Code"). Subject to the foregoing, the specific purposes for which the Corporation is organized are as follows: A. To act as an Eligible Crab Community Entity ("ECCE") on behalf of the Kodiak Community for purposes of exercising rights of first refusal in connection with proposed transfers of processor quota shares ("PQS") and individual processor quota ("IPQ"), pursuant to the Bering Sea/Aleutian Island ("BS/AI") crab rationalization program regulations set forth at 50 C.F.R. part 680, as the same may be amended from time to time (the Regulations"); B. If the Council of the City of Kodiak (the "City Council") and the Kodiak Island Borough Assembly (the "Borough Assembly") authorize it to do so, to act as an Eligible Crab Community Organization ("ECCO") for the Kodiak Community for purposes of holding crab rationalization quota shares ("QS") on behalf of the Kodiak Community and making the resulting individual fishing quota ("IFQ") available to residents of the Kodiak Community; and C. In general, to exercise those powers set forth in AS 10.20.005, et seq., as now enacted or as may hereafter be amended, and to exercise such other powers that now are or hereafter may be conferred by law upon a corporation organized for the purposes set forth herein or that are necessary or incidental to the powers so conferred, subject only to such limitations that are or may be prescribed by state or federal law, any resolution of the City Council or the Borough Assembly, these Articles of Incorporation, and the Corporations Bylaws, including without limitation the limitations placed on organizations exempt from taxation under Section 501(c)(4) of the Internal Revenue Code. ARTICLE III - MEMBERSHIP The Corporation shall have no members. ARTICLE IV - BOARD OF DIRECTORS Section 1. Functions and Powers. The initial Board of Directors (the "Initial Board") shall have the authority to adopt the Corporation's initial Bylaws, elect its initial officers, take whatever steps may be appropriate to qualify it as an ECCE with the National Marine Fisheries Service ("NMFS") pursuant to the Regulations, execute right of first refusal contracts between the Corporation and PQS holders as required under the regulations, and file affidavits of execution with NMFS. All other authority to act as a board of directors for the Corporation shall be reserved to the Board of Directors appointed pursuant to Article IV, Section 3, below (the "Board of Directors" or the "Board"), provided that the authority of the Board of Directors to manage the affairs of the Corporation; determine its policies within the limits of the Articles of Incorporation and these Bylaws; collect, administer, and disburse the Corporation's funds; approve projects; and otherwise actively pursue and promote the purposes of the Corporation, shall in all cases be subject to such limits as may be jointly imposed from time to time by the City Council and the Borough Assembly. The salaries, if any, of all employees of the Corporation shall be determined by or under the direction of the City Council and the Borough Assembly. The budget and funding of the Corporation shall be as jointly approved by the City Council and Borough Assembly from time to time. Section 2. Number. The number of directors serving on the Initial Board shall be three (3). The number of Directors serving on the Board of Directors shall be seven (7). The Initial Directors shall be named by the incorporators and shall remain in office until their successors are designated and qualified in accordance with Article IV, Section 3, below. Section 3. Composition and Voting Rights. The Board of Directors of the Corporation shall be appointed by the City Council and the Borough Assembly, as follows: A. Two (2) directors shall be appointed by the City Council; B. Two (2) directors shall be appointed by the Borough Assembly; and C. Three (3) directors shall be jointly appointed by the City Council and the Borough Assembly. At least two (2) directors shall represent the interests of Kodiak Community BS/AI crab harvesters, and at least two (2) directors shall represent the interests of Kodiak 2 Community BS/ AI crab processors. Except as otherwise provided in the Corporation's Articles of Incorporation or these Bylaws, approval by a majority of the members of the Board is required for all Board action. Section 4. Appointment and Terms of Office. Appointments shall be made annually, at July meetings of the City Council and Borough Assembly. Directors shall have staggered three (3) year terms of office, assigned by a random selection method at the first Board meeting, such that as close as possible to one third (1/3) of the Board is up for appointment each year. Directors shall serve until their successors are appointed and qualified. Section 5. Meetings. Meetings of the Corporation's Board of Directors shall be held at times and places designated by the Board. Special meetings of the Board may be called by a majority of the Board or by the President. Participation in a Board meeting by means of a telecommunications device that allows all parties to hear each other at the same time shall be the equivalent of presence in person at a meeting. Section 6. Public Participation at Meetings. Members of the public shall be permitted to attend and shall be given an opportunity to be heard at all meetings of the Corporation's Board of Directors; provided that the Board may from time to time enter closed executive session as permissible under Alaska statutes. Section 7. Notice of Meetings. Notice of each meeting describing the matters to come before the Board at that meeting shall be given in writing to each director by mail, facsimile, or electronic mail transmission, not less than three (3) days prior to the meeting. In addition, reasonable public notice of any meeting of the Corporations directors, which notice shall include the meeting's date, time, and place, shall be given at least three (3) days in advance of the meeting, in accordance with A.S. 44.62.310(e). Section 8. Waiver of Notice. A director may waive any notice required to be given by signing a written waiver either before or after the meeting. A director may not waive the failure to give public notice per A.S. 44.62.310(e). Section 9. Presumption of Assent: A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless: A. The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding the meeting or transacting business at the meeting; B. The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or 3 C. The director files a written dissent or abstention with the presiding officer of the meeting before its adjournment or with the Corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. Section 10. Quorum. Presence of the 4/ 7 of the members of the Board shall constitute a quorum for the transaction of business at all meetings. Section 11. Action Without a Meeting. The Corporations Board of Directors may not take action without a meeting. Section 12. Removal. A director may be removed from the Board of Directors at the discretion of the entity or entities that appointed such director. A director may also be removed by the Board if he or she is absent from three (3) consecutive Board meetings without being excused by a majority of the other directors. Section 13. Remuneration. No salary or other remuneration shall be paid to directors unless approved in advance by joint resolution of the City Council and the Borough Assembly. ARTICLE V - COMMITTEES Section 1. Designation. The Board of Directors may appoint committees to assist and advise the Board with those functions, powers, duties, and tenure as the Board deems appropriate. Each committee shall consist of at least two (2) directors and such other persons as the Board may designate who need not be members of the Board of Directors. Section 2. Limitation of Committee Powers. Committees shall exercise advisory authority only, and any committee recommendation shall require subsequent action by the Board of Directors before binding the Corporation. ARTICLE VI - OFFICERS AND EXECUTIVE DIRECTOR Section 1. Number and Title. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors. The Secretary and the Treasurer may be, but need not be, members of the Board. Section 2. Election. Officers shall be elected annually, at the first meeting following appointment of the Board. The Initial Directors may elect interim officers, who shall hold office only until the Board of Directors is appointed. 4 Section 3. Term. Officers other than those elected by the Initial Board shall hold office for one (1) year terms, and all officers shall serve until their respective successors are elected and qualified. Section 4. Resignation. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors, or to any other officer of the Corporation. Any such resignation is effective when the notice is delivered, unless the notice specifies a later date, and shall be without prejudice to the contract rights, if any, of such officer. Section 5. Removal. The Board of Directors may remove any officer elected by it, with or without cause. The removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 6. Vacancies. If the office of any officer becomes vacant by any reason, the directors may appoint a successor who shall hold office for the unexpired term. Section 7. Remuneration.. No salary or other remuneration shall be paid to an officer or employee of the Corporation unless approved in advance by the City Council and the Borough Assembly. Section 8. Executive Director. The City Council and Borough Assembly may authorize the Corporation to retain an Executive Director, who shall be responsible for the administration and management of the Corporation. If the City Council and Borough Assembly authorize an Executive Director, the Executive Director shall be appointed and may be removed as the City Council and Borough Assembly direct ARTICLE VII - DUTIES OF OFFICERS Section 1. President. The President shall preside at all meetings of the Board of Directors.. Section 2. Vice President. The Vice President shall, in the absence or disability of the President, perform the duties of the President. Section 3. Secretary. The Secretary shall supervise the keeping of the minutes of all meetings of the Board of Directors of the Corporation. The Secretary shall have charge of such books and papers as the Board of Directors may direct, including without limitation those records specified in Article VIII, below, which shall, at all reasonable times, be open to the examination of any director upon reasonable notice to the Secretary. The Secretary shall arrange to provide proper notice of all meetings of the Board of Directors. 5 Section 4. Treasurer. The Treasurer shall supervise the keeping of full and accurate accounts of receipts and disbursements in books belonging to the Corporation. Section 5. Contract Rights. The appointment of an officer does not of itself create any contract rights in favor of the officer. Section 1. Books of Accounts and Minutes. The Corporation: A. Shall keep as permanent records minutes of all meetings of its Board of Directors and a record of all recommendations of any committee(s) of the Board of Directors; B. Shall maintain appropriate accounting records; C. Shall keep a copy of the following records at its principal office: 1. The Articles or Restated Articles of Incorporation and all amendments to them currently in effect; 2. The Bylaws or Restated Bylaws and all amendments to them currently in effect; 3. Its financial statements for the past three (3) years, including balance sheets showing in reasonable detail the financial condition of the Corporation as of the close of each fiscal year, and an income statement showing the results of its operations during each fiscal year prepared on the basis of generally accepted accounting principles or, if not, prepared on a basis explained therein; and officers; 4. A list of the names and business addresses of its current directors 5. Its most recent biennial report delivered to the State of Alaska; 6. Its Application to become an ECCE, and all supporting documents, including but not limited to all right of first refusal contracts with PQS and/or IPQ holders; 7. Records related to every right of first refusal offered to the Corporation, its response to the same, and all related documents; and 8. All reports the Corporation may submit to the National Marine Fisheries Service or the State of Alaska. Section 2. Copies of Resolutions. Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors, when certified by the President or Secretary. ARTICLE IX - MISCELLANEOUS PROVISIONS Section 1. Checks and Notes. All financial instruments of the Corporation shall be signed by the officer or officers designated by the Board of Directors. Section 2. Fiscal Year. The fiscal year of the Corporation shall be from July 1 through June 30. Section 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited in interest-bearing accounts selected by the Treasurer and approved by a majority of the directors. Section 4. Acceptance of Gifts, Donations, etc. No gift, donation, bequest, or subscription to the Corporation shall be deemed to have been accepted until acted upon affirmatively by the Board of Directors. Section 5. Conflict of Interest. A director may be present during and participate in discussion and action regarding any Corporation transaction with respect to which a director has a direct or indirect material financial interest if and only if: (a) the director discloses the material facts of his or her financial interest; (b) the Board authorizes the conflicting interest transaction by a vote sufficient to meet the Board action requirements of these Bylaws, without counting any interested director's vote; and (c) the Board can demonstrate by clear and compelling evidence that the transaction is reasonable and fair to the Corporation at the time it is authorized, approved, or ratified. If any of the foregoing conditions are not satisfied with respect to any transaction involving the Corporation in connection with which a director has a direct or indirect material financial interest, such director may not be present during and may not participate in any discussion or action with respect to such transaction. ARTICLE X - PARLIAMENTARY PROCEDURE The most recent edition of Robert's Rules of Order shall govern questions of parliamentary procedure at all meetings of the Board of Directors, the Executive Committee, or any other committee of the Corporation. 7 ARTICLE XI - AMENDMENTS These Bylaws may be amended or replaced only by a joint resolution of the City Council and Borough Assembly. ARTICLE XII - INDEMNIFICATION, INSURANCE, AND BONDING Section 1. Officers and Directors. The Corporation shall indemnify and defend all present and former directors, officers, employees, and agents of the Corporation against any expenses of any proceeding (including by or in the right of the Corporation) to which they are parties because they are or were directors, officers, employees, or agents of the Corporation, all as defined and to the fullest extent permitted by law. Section 2. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article. Section 3. Bondin . The Board may require that any person authorized to sign checks for the Corporation shall furnish, at the expense of the Corporation, a fidelity bond in such sum as the Board shall prescribe. ADOPTED by the initial Board of Directors on September 13, 2005. Jerry Bongen, President Laine O'Brien, Secretary N.