HIA Operating Guidelines

 

 

The Houseboat Industry Association is dedicated to serving all aspects of the houseboat industry by creating, promoting and protecting an environment where members can achieve financial success through excellence in product satisfaction and customer relations.

 

 

The following rules and procedures govern the operation of the Houseboat Industry Association (HIA). These rules and procedures incorporate and supplement certain procedures already found in the National Marine Manufacturers Association (NMMA) By-laws and supplement such procedures.

 

Membership in the Association is open to corporations, firms, partnerships and agencies that qualify for one of three classes of membership:

 

(i)         Regular Membership - Houseboat Manufacturers:  Members of NMMA who manufacture houseboats.

(ii)        Regular Membership – Component/Accessory Manufacturers:  Members of NMMA who manufacture houseboat components and accessories.

(iii)       Associate Members:  NMMA members who provide a service to the houseboat industry

 

 

Member Meetings 

The Members shall have a biennial meeting to coincide with NMMA’s 2 year election cycle, at such time and place as is determined by the Chair. A majority of the number of HIA and Board members present shall constitute a quorum for the transaction of business at this meeting.

 

Notice Of Member Meeting. 

Written notice stating the place, date and time of the meeting shall be prepared and mailed to all members at least ten days and not more than forty days prior to the meeting. 

 

Voting  

Each member company in good standing is entitled to vote on any matter put before the membership. Only one vote may be cast per company.

 

 

Board. The activities of the Association shall be conducted by a board of directors (the "Board").

 

Funding. Approval of the Board of Directors of the NMMA shall be required before implementation of any programs or expenditures of the association, unless prior action of the NMMA Board of Directors has granted specific authority to the Board of the HIA. A budget for each fiscal year shall be submitted by the HIA Executive Director and approved by the NMMA Board of Directors.

 

Number. The number of members of the Board shall consist of at least eight (8) but not more than (12) members.

 

Term. Members of the Board shall serve two-year terms. Although there are no expressed limits on the number of terms that can be served, the Board is encouraged to generally limit terms to three consecutive two-year terms so as to provide opportunities for new members to participate on the Board. If any person is named a member of this Board to fill a vacancy, such person shall be appointed to fill the remaining term of the vacant seat and such service shall not to be counted as a term served for purposes of this section.

 

Board Seats are Personal. The right to serve as a Board member is a right that is personal to the individual person so elected. The elected director (primary board member) may appoint another individual from their organization as an “alternate” board representative. Such person may attend any/all board meetings, and is permitted to officially represent the primary board member, and vote if need be, if said primary member is absent from the meeting. Primary Board members should exercise their rights and duties personally through attendance at Board meetings. Only one vote per organization is permitted. Although an individual may have been elected a Board member because of such individual's status with a particular type of houseboat or houseboat component manufacturer (i.e., a large manufacturer, a small manufacturer, a specific type of component manufacturer, etc.), the Primary Board Member’s seat is personal to the individual so elected. A review of this Board's membership qualifications should be included as an agenda item at least once every two years.

 

Qualifications. In order to qualify to serve on the Board, (i) a Board member must be an NMMA member employed by, serve as an executive or board member of, or provide services to a houseboat or houseboat component manufacturer member, or, a member organization who provides a service to the houseboat industry, and must maintain that status with such organization outlined above during such Board member's term and (ii) a Board member must attend meetings regularly. Each board member is also required to sign a Code of Ethics Statement.

 

Removal; Loss of Qualifications. A Board member can be removed, with or without cause, by the vote of a majority of the HIA Members. A Board Member can also be removed if such Board Member ceases to be qualified to serve on the Board. Thus, if during a Board member's term such Board member (i) ceases to be employed by, to serve as an executive or board member of, or to provide services to, the HIA Member with whom such Board member was affiliated when elected to this Board or (ii) fails to attend two consecutive board meetings other than on account of religious observance, serious personal illness, or family emergency, or unless the absence is considered a legitimate excused absence by the Board, notice of which must be provided to the Chair of this Board prior to any meeting of this Board, such Board member shall no longer be qualified to serve on this Board and shall be deemed removed from this Board, such removal to be effected by the Chair giving notice of such removal to the Board member. The Chair has the discretion to defer such removal for loss of qualification until the next meeting of the HIA Members, in which case such Board member shall be deemed automatically removed immediately prior to the next meeting of such HIA Members and such seat will be filled at such meeting.

 

Nomination Process. The Chair of the HIA Board shall appoint a Chair and three persons to serve on a Nominating Committee approximately three months prior to the next scheduled meeting of HIA Members. If members of the Board are to be elected at such meeting, the Nominating Committee shall be charged with the responsibility of, and have the authority to, nominate persons to be elected as members of this Board at such meeting. The Nominating Committee is charged with nominating those persons best able to perform the functions of members of this Board, taking into account maintaining a board that is balanced in its representation of all the members, to the extent practical. The Nominating Committee, acting together with the Chair and Vice Chair of this Board, shall also be charged with (i) nominating persons to be elected to the HIA Board of Directors at such meeting of the members from among those who will be serving or are expected to be serving on this Board for the coming term and (ii) nominating on an annual basis persons to be elected by this Board to serve as Chair, and Vice Chair for this Board for the next year. The Nominating Committee should nominate for election to the HIA Board, at least 3 individuals who are houseboat manufacturers.

 

Board Meetings. This Board shall meet a minimum of two times a year. Special meetings of this Board may be called by the Chair of this Board, the Vice Chair of this Board or by the Chair at the written request of any two members of this Board. Notice of regularly scheduled meetings will be given to all HIA Members inviting them to attend such meetings. Any guest attending such meetings will be asked to identify himself or herself to the Chair prior to attending such meeting, and is not entitled to address this Board except with the permission of the Chair of this Board. Every attempt will be made to schedule board meetings in conjunction with industry events which might otherwise be attended by Board members for their own business purposes (e.g., Houseboat Expo East, Houseboat Expo West, NMMA’s Legislative Conference (ABC), and IBEX etc). 

 

Notice of Special Meetings. Written notice of any special meeting stating the time and place of such meeting shall be delivered by mail, overnight express service, fax or e-mail to each member of the Board at his business address or business fax number, or to such other address or fax number as the member of the Board has given HIA written notice of. The notice shall be given at least three business days prior to such meeting, if such meeting is to be a telephone meeting, and at least twenty days prior to such meeting in all other cases. The attendance of a member of the Board at any meeting shall constitute a waiver of notice of such meeting, except where a board member attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of this Board need be specified in the notice or waiver of such meeting.

 

Quorum. A majority of the number of members of this Board shall constitute a quorum for the transaction of business at any meeting.

 

Vacancies. If any vacancy occurs in the Board of Directors, such vacancy may be filled by the Chair appointing a nominee from the membership. Each director appointed to fill a vacancy shall serve on the board of directors for the remaining period of his predecessor's term. Such service shall not be counted as a term served.

 

Compensation. No member of this Board shall be compensated for his services on this Board, and board meeting travel expenses are not reimbursed by HIA or NMMA.   

 

Telephone Meetings. Members of this board or of any committee or task force thereof may participate in a meeting of this Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at the meeting.

 

Board Officers. The Nominating Committee shall elect annually from among its board members a Chair, and a Vice-Chair. The Chair and Vice Chair shall be representatives of a Member organization who is a houseboat manufacturer. The Chair and Vice Chair shall be from different organizations. The Chair shall preside at all meetings of this Board, shall report on the affairs of this Board to the board of directors of NMMA, as appropriate, and shall perform such other duties as may be assigned to him by the board of directors of NMMA. The Chair of this Board has the authority to call special meetings of the HIA Members. The Vice-Chair shall perform the duties of the Chair during the Chair's absence.

 

Ex-Officio Members. The President of the NMMA is an ex-officio member of this Board and is free to participate in all discussions of this Board, but without any vote.

This Board may designate one or more committees or task force groups to effectively respond to member or industry needs. It is recommended that at least one member of the Board serve on each committee or task force for the purpose of analyzing a particular issue and recommending a specific action to this Board.

 

Committee/Task Force Participation. All HIA members in good standing are eligible to serve on standing committees or task forces. In addition, representatives from government agencies, marine retailers, marine safety organizations or houseboat related industries may be invited to participate on committees or task forces as deemed appropriate. 

 

Committee/Task Force Responsibilities. Association committees and task forces are charged with making recommendations that must be approved by the HIA Board of Directors and voted upon by the membership at large when and if required. Committees and task forces shall not have, nor be deemed to have been delegated the authority of the Board of Directors. No committee or task force shall have the power to assess dues or generate income or expend money without HIA Board and/or NMMA Board approval.