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Southwest Florida Marine Aquarium Society, Inc. By-Laws

 

Previous versions of the Southwest Florida Marine Aquarium Society's By-Laws can be obtained using the following links:

 

Article 1: NAME OF CORPORATION

Section 1.1: Name of Corporation

Article 2: PURPOSE, OFFICE AND FISCAL YEAR

Section 2.1: Purpose of the Corporation

Section 2.2: Registered Office

Section 2.3: Fiscal Year

Section 2.4: Corporate Seal

Section 2.5: Nonprofit Status

Article 3: MEMBERSHIP

Section 3.1: Eligibility for Membership

Section 3.2: Types of Membership

Section 3.3: Membership

Section 3.4: Rights and Privileges of Membership

Section 3.5: Membership Dues

Section 3.6: Discipline of Members

Article 4: MEETINGS

Section 4.1: Membership Meetings

Section 4.2: Meetings of the Board of Directors

Article 5: BOARD OF DIRECTORS

Section 5.1: Membership of the Board of Directors:

Section 5.2: Nomination Committee

Section 5.3: Removal

Section 5.4: Resignations

Section 5.5: Vacancies on Board of Directors

Section 5.6: Powers and Duties of the Board of Directors

Section 5.7: Term of Office of the Board of Directors

Section 5.8: Subordinate Officers, Directors or Committees

Section 5.9: Interested Directors

Section 5.10: Fees

Section 5.11: Limitations and Indemnification of Personal Liability of Directors

Section 5.12: Signatures

Section 5.13: Deposits

Section 5.14: Contracts

Article 6: OFFICERS, DIRECTORS AND SUBORDINATE OFFICERS

Section 6.1: The Election of Directors

Section 6.2: Duties of the Board of Directors and Officers

Article 7: COMMITTEES

Section 7.1: Establishing Committees:

Section 7.2: Recording Proceedings:

Section 7.3: Performance:

Section 7.4: Remuneration:

Section 7.5: MASNA:

Article 8: AFFILIATIONS

Section 8.1: Affiliations

Article 9: NOTICES, WAIVERS of NOTICE

Section 9.1: Notice, Waiver of Notice

Section 9.2: Amendment Proposal Contained in Notice

Article 10: CLUB EXPENDITURES

Section 10.1: Club Expenditures

Article 11: AMENDMENTS

Section 11.1: Amendments of By-Laws

Article 12: PARLIAMENTARY AUTHORITY

Section 12.1: Review

Section 12.2: Rules

Section 12.3: All matters

Section 12.4: Interpretations

Article 13: DISSOLUTION

Section 13.1: Dissolution

 

 

Article 1: NAME OF CORPORATION

Section 1.1: Name of Corporation

 

Paragraph 1.1.1: The name of the corporation shall be:

Southwest Florida Marine Aquarium Society, Inc. (“SWFMAS”)

 

Article 2: PURPOSE, OFFICE AND FISCAL YEAR

Section 2.1: Purpose of the Corporation

Paragraph 2.1.1: The purposes of the Southwest Florida Marine Aquarium Society are:

A.    To promote interest in and enjoyment of all aspects of the marine aquarium hobby

B.    To educate the public on topics related to the biology, physiology, and chemistry of reef biotopes through the sponsorship of meetings, lectures, publications, websites, competitions, exhibits and other means

C.    To provide a forum for sharing resources and information among local aquarium enthusiasts

D.   To support research, education and conservation efforts aimed at improving marine and coral reef environments

E.    To involve and educate people about aquatic life and the aquarium hobby

F.    To foster camaraderie, friendship, and appreciation of aquatic life.

 

Section 2.2: Registered Office

Paragraph 2.2.1: The registered office of the corporation in the State of Florida shall be the address of any Board of Directors member as established by a vote of a majority of the Board of Directors in office (the “Board”) and a statement of such change is filed with the State of Florida; or until changed by an appropriate amendment of the articles of the Corporation.

 

Section 2.3: Fiscal Year

Paragraph 2.3.1: The fiscal year of the corporation shall begin on the first day of January in each year and end on the last day of December in each year.

 

Section 2.4: Corporate Seal

Paragraph 2.4.1: The Corporation shall have a corporate seal in the form of a circle containing the corporate name (Southwest Florida Marine Aquarium Society, Inc.), date founded (2008), and such other details as may be approved by the Board. The Treasurer of the Corporation shall keep the corporate seal.

Section 2.5: Nonprofit Status

Paragraph 2.5.1: This Corporation is organized for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations.

 

Paragraph 2.5.2: All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

 

Article 3: MEMBERSHIP

Section 3.1: Eligibility for Membership

Paragraph 3.1.1: Membership in the Southwest Florida Marine Aquarium Society shall be open to all persons interested in the purposes of the Association and who agree to the general principals stated in the mission statement.

 

Section 3.2: Types of Membership

Paragraph 3.2.1: Membership in the Southwest Florida Marine Aquarium Society shall be classified as follows:

A.    Individual Membership: Persons who have paid the Association dues and are in good standing. Membership benefits accrue to only the individual

B.    Family Membership: Persons who have paid the Association dues and are in good standing. Membership benefits accrue to the individual and their immediate family members and/or their significant other residing at the same address

C.    Commercial Membership: Any company or corporations who have paid the Association dues. Membership benefits accrue to only the employee SWFMAS card carrying members of the corporation sponsoring the membership

D.    Corporate Sponsor: Any company or corporations who have paid the Corporate Sponsor dues. Sponsorship benefits accrue to only the corporate entity

E.   Honorary Membership: May be bestowed on those persons who have made outstanding contributions to the research, education, conservation or advancement of captive reef keeping. Induction requires a majority favorable vote of the board of directors.

 

Section 3.3: Membership

Paragraph 3.3.1: Individuals interested in renewing their membership or becoming a member of the Southwest Florida Marine Aquarium Society shall make an application on the Associations official application form to the Membership Director. If no Membership Director has been elected, all applications must then be given to the Vice President. The Membership Director shall forward all dues as well as copies of all applications to the Treasurer in accordance with standard bookkeeping practices.

Paragraph 3.3.2: The member shall pay his/her yearly dues as set forth in Article 3, Section 3.5, Paragraphs 3.5.1, 2, 3 and 4.

Paragraph 3.3.3: Regular members shall consist of those members eighteen (18) years of age or older that are in good standing.

Paragraph 3.3.4: Persons who are under eighteen (18) years of age shall make an application on the Associations official application form to Membership Director. Applicants under eighteen (18) years of age cannot apply for membership unless a parent or guardian joins. Any member under the age of eighteen (18) regardless of membership affiliations may not hold office or vote.

Paragraph 3.3.5: A member shall be considered corporate if he/she is licensed as an establishment, company or corporation, who sells fish, live coral and/or related equipment. An applicant for Corporate Membership may submit an application form accompanied by dues to the Membership Director.

 

Section 3.4: Rights and Privileges of Membership

Paragraph 3.4.1: Individual Members in good standing shall be entitled to the following:

A.    A membership card. This card shall be a receipt for payment of dues

B.    Access to the by-laws

C.    Access to all changes to the by-laws adopted after the member's initial day of membership

D.   The right to participate in all the general activities of the Association

E.    Eligibility for appointment as a member of any committee of the Association

F.    The right to nominate and vote on the election of the officers of the Association and other issues as is put to vote

G.   The right to be nominated for and elected to any office of the Association

H.    Shall have a single (1) vote, which may be cast in any and all voting initiatives

Paragraph 3.4.2: Family Members in good standing shall be entitled to the following:

A.    A membership card. The card shall be a receipt for payment of dues

B.    Access to the by-laws

C.    Access to all changes to the by -laws adopted after the member's initial day of membership

D.   The right to participate in all the general activities of the Association

E.    Eligibility for appointment as a member of any committee of the Association

F.    The right to nominate and vote on the election of the officers of the Association and other issues as is put to vote

G.   The right to be nominated for and elected to any office of the Association

H.    The entire family shall have one (1) collective vote which may be cast in any and all voting initiatives by any family member in good standings

Paragraph 3.4.3: Commercial Members in good standing shall be entitled to the following:

A.    Five (5) total membership cards. If more membership cards are requested there will be a charge of $10.00 per additional membership card requested

B.    Access to the by-laws

C.    Access to all changes to the by-laws adopted after the member's initial day of membership

D.   The right to participate in all the general activities of the Association

E.    Eligibility for appointment as a member of any committee of the Association

F.    The right to nominate and vote on the election of the officers of the Association and other issues as is put to vote

G.   The entire Corporation shall have one (1) collective vote which may be cast in any and all voting initiatives by any corporate member in good standing

H.    Corporate members may not hold office

I.    Sponsorship privileges

Paragraph 3.4.4: Corporate Sponsors in good standing shall be entitled to the following:

A.    Access to the By-Laws

B.    Access to all changes to the By-Laws adopted after the sponsor's initial day of sponsorship

C.    The right to participate in all the general activities of the Association

C.    Corporate Sponsors may not hold office or vote

E.    Sponsorship privileges

Paragraph 3.4.5: Honorary Members in good standing shall be entitled to the following:

A.    Is exempt from the payment of dues

B.    Honorary membership is perpetual

C.    A membership card

D.   Access to the by-laws

E.    Access to all changes to the by-laws adopted after the member's initial day of membership

F.    The right to participate in all the general activities of the Association

G.   May not hold office or vote

 

Section 3.5: Membership Dues

Paragraph 3.5.1: Membership dues will be evaluated by the Board of Directors each year and adjusted when necessary by a majority vote of the board. This must be an adequate sum, enabling the club to operate in an efficient, proper and solvent manner in the service and best interest of its membership. Membership is for one (1) year from the date dues are paid.

Paragraph 3.5.2: Failure to pay the yearly membership dues will result in cancellation of membership in the Association.

Paragraph 3.5.3: No refunds will be made once the Association accepts dues.

Paragraph 3.5.4: There may be a charge for non-members who wish to attend any SWFMAS meetings or activities. The charge will be set by the board and may vary depending upon the nature of the meeting or activity. For special events, the board may set special fee structures for both members and non-members.

 

Section 3.6: Discipline of Members

Paragraph 3.6.1: Every member of the SWFMAS shall be subject to the rules of these bylaws upon acceptance into the SWFMAS. Any member who performs an act or acts which are contrary to the spirit, aims or intent of these bylaws shall, upon accusation by an SWFMAS member in good standings to a board member:

A.    Have the accusation presented to the board of directors in written form with supporting documentation for an impartial investigation. The Board shall act within three (3) consecutive Board meetings. Failure of the Board to act within this time limit shall constitute an automatic vote of confidence for the responding member.

B.    Both the responding member and complaining member shall be notified at least 2 weeks prior to the board meeting to be present in person to discuss the accusation and present evidence

C.   Upon a majority vote of the board of directors, the member shall either be:

1.    Censured ~ official oral reprimand. Demanding the act or acts not be repeated

2.    Acquitted ~ all charges dropped

3.    Expelled from the Association on a majority vote of the board members present

4.    Automatically expelled on a third offense (3 official reprimands) ~ If censured three times within one year, he or she shall be automatically expelled from the Association for conduct detrimental to the best interests of the Association. Any dues left shall not be reimbursed

D.   The person or persons expelled shall be eligible to reapply for membership after one year of the date of being expelled. Applicant must apply in person to the board of directors, at a regular board meeting for reinstatement

E.  Any member expelled by the Board may appeal to the full membership of the club. Such appeal shall be made in writing to the Secretary who will notify the President. The President will call a special meeting of the club for the purpose of acting on the appeal. The Secretary shall give a least fifteen (15) days notice to all the members of the club in good standing stating the date, time, place and reason for such special meeting. The meeting of the full club; if quorum of the membership is present; the Secretary will read the original charges, the supporting affidavits, and will read or display the accompanying exhibits, and will read the minutes of the special meeting of the Board at which the charges were heard and action taken. A full hearing will be given to the accuser and the accused. A vote will be taken by ballot of the members in good standing present and a two-thirds (2/3) majority shall be required to reverse the action of the Board.

 

Article 4: MEETINGS

Section 4.1: Membership Meetings

Paragraph 4.1.1: The Regular Membership Meetings of the Association shall be held the third (3rd) weekend of every month. The Board of Directors shall determine the exact time and place of the regular monthly membership meetings and the holiday party. Meeting dates may be changed for special events.

Paragraph 4.1.2: Special membership meetings may be called if deemed necessary by the President or by two or more of the Board of Directors.

Section 4.2: Meetings of the Board of Directors

Paragraph 4.2.1: The President shall preside at every meeting of the Board. In the event of a vacancy in the office or absence of the president, the vice president or secretary shall preside at the meeting. In the absence of the secretary, any person appointed by the chairman of the meeting shall act as secretary.

Paragraph 4.2.2: The Board of Directors shall meet at least quarterly at the call of the President or by the request of two or more members of the Board of Directors for the conduct of the business affairs of the Association.

Paragraph 4.2.2.1: The Board of Directors shall open two (2) of the quarterly meetings per year to all paid club members in good standing. These meetings will be organized in a fully structured manner and held in a publicly accessible location. Meeting announcements will be made 30 days prior to the meeting date including a posted agenda.

Paragraph 4.2.3: A Quorum for the conduct of the business of the Association shall consist of four-fifth (4/5) of the Board members of the Association. If a meeting of the Board of Directors fails to obtain a quorum of its members, it may adjourn until a quorum is present. The fact of the adjournment and its reason shall be noted in the minutes of the Board of Directors.

Paragraph 4.2.4: Conference Telephone and Computer Meetings - One of more persons may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. The Board or a committee may conduct business via a computer network system if all parties on the Board or committee have access to said network.

 

Article 5: BOARD OF DIRECTORS

Section 5.1: Membership of the Board of Directors:

Paragraph 5.1.1: The Board of Directors of the Association shall be President, Vice-President, Secretary, Treasurer, Membership Director and such other officers as may be elected in accordance with the provision of Article 6, Section 6.2, Paragraph 6.2.11. A Director may not hold more than one position concerning the offices of President, Vice-President, Secretary, Treasurer, or Membership. The President, Vice-President, Secretary, Treasurer or Membership Director shall be a person of adult age (not less than eighteen (18) years of age).

Paragraph 5.1.2: The Board of Directors of the Association shall consist of a maximum of nine (9) directors/officers. The majority of the board may declare up to four (4) director/officer positions to be vacant at any one time as may be determined from time to time.

Paragraph 5.1.3: Any director will have at maximum one (1) vote, regardless of the number of director positions held. Only elected director positions will have voting privileges.

 

Section 5.2: Nomination Committee

Paragraph 5.2.1: The Nomination Committee of the Association shall consist of the Vice-President, Secretary, Treasurer and Membership Director. Nominations for director positions will begin October 15 and will be accepted no later than October 31 of each year. Nominations for officer positions will begin November 15 and accepted no later than, December 31 of each year. Nominees must meet the requirements laid out in this Article, Section 5.1, and Paragraph 5.1.1.

 

Section 5.3: Removal

Paragraph 5.3.1: Any officer, subordinate officer, director or committee of the Association may be removed, either for or without cause, by a quorum of the Board whenever, in the judgment of such authority, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed. Should any officer or director be absent from three (3) consecutive regular and/or officers meetings they may be removed without notice.

 

Section 5.4: Resignations

Paragraph 5.4.1: Any officer of the Association may resign at any time by giving written notice to the President or the Secretary of the Association. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 5.5: Vacancies on Board of Directors

Paragraph 5.5.1: During the fiscal year if there is a Vacancy in any officer position because of resignation, removal, disqualification or any other cause, the position shall be appointed by the Board of Directors for the remaining portion of the office term.

Paragraph 5.5.2:  During the fiscal year if there is a Vacancy in any director position because of resignation, removal, disqualification or any other cause, the Board of Directors may announce and hold special elections to fill the position for the remaining portion of the office term.

 

Section 5.6: Powers and Duties of the Board of Directors

Paragraph 5.6.1: The Board of Directors shall be invested with the following powers and charged with the following duties:

A.    The Board shall have full power to conduct, manage, and direct the business and affairs of the Association, and all powers of the Association are hereby granted to and vested in the Board

B.    To assemble in regular and special meetings when called

C.    To call special meetings of the membership of the Association when deemed necessary and in the interest of the Association

D.   To announce vacancies within the elected offices of the Association

E.    To announce and hold special elections to fill vacancies within the elected offices of the Association

F.   To consider all applications for membership in the Association, and render decisions thereon; or delegate such authority to the Membership Director if such position exits in office

G.    To select and use a club logo/s

H.     To elect or appoint officers and subordinate officers, when appropriate

I.     To approve the membership of all Standing Committees appointed by the President

J.    To authorize any of the elected subordinate officers, Directors, or any other member of the Association, or any other persons on behalf of the Association, to execute deeds, contracts, drafts and other obligations necessary or expedient for carrying out the business of the Association

K.    To direct, manage, and control the affairs and business of the Association and adopt rules, regulations and policies for the conduct of the business of the Association that is not inconsistent with the Laws of the United States, the State of Florida, or these by-laws

L.   In the event the President and Vice-President leave their office, the Board of Directors will appoint a President from within the Board of Directors

M.   Any member who performs an act or acts which are contrary to the spirit, aims or intent of this by-law and its by-laws shall have membership suspended or revoked by a unanimous vote of the Board of Directors. Membership dues will not be reimbursed

N.   It is the obligation of every Board Member to contact the Vice-President, if he/she will be unable to attend the officers or regular monthly membership meeting and to give their report to the Vice-President to present at said meeting

O.     To serve in an active advisory position for the incoming officer or director

P.  To at any time under their discretion choose to recognize and individual member for outstanding service to the club with a non-cash reward of a maximum value of $50 with the limit of 2 recognition awards per year.

Paragraph 5.6.2:  No member of the club may act as agent for the club, or the Board of Directors without the consent of the majority of the Board of Directors as recorded in the Board minutes.

 

Section 5.7: Term of Office of the Board of Directors

Paragraph 5.7.1: All Directors and Officers shall hold office for a term of twelve (12) months. Therefore the term of office will be from January following their election until the end of December of that year.

Paragraph 5.7.2:  No member may hold the position of President, Vice-President, Secretary, Treasurer or Membership, for more than two (2) consecutive terms.

 

Section 5.8: Subordinate Officers or Committees

Paragraph 5.8.1: The Board may, from time to time, elect such other subordinate officers and appoint sub committees as the business of the corporation may require, including one or more assistant secretaries and one or more assistant treasurers, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these by-laws, or as the Board may from time to time determine.

 

Section 5.9: Interested Directors

Paragraph 5.9.1: No contract or transaction between the Corporation and one of its members or directors, officers or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for such reason, or solely because the director or officer is present at, or participates in, the meeting of the Board which authorizes the contracts or transaction, or solely because his/her/their votes are counted for purpose if:

A.    The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of the majority of the disinterested directors, even though the disinterested directors are less than a quorum; or

B.    The contract or transaction is fair to the Corporation as of the time it is authorized, approved or ratified by the Board. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board that authorizes a contract or transaction specified in this section

 

Section 5.10: Fees

Paragraph 5.10.1: There is no compensation for acting as director or officer or being on a committee. This section does not prohibit the Board from compensating a director, officer or committee person for his/her speaker’s fee and travel expenses if so authorized by the Board, nor is the Board prohibited from compensating a director or committee person for out of pocket expenses which are incurred on behalf of the corporation with authorization. This section is not to restrict the Board from funding any authorized financial business of the corporation.

 

Section 5.11: Limitations and Indemnification of Personal Liability of Directors

Paragraph 5.11.1: An Officer of the corporation shall not be personally liable, and thereby indemnified, for any monetary damages as such for any action taken, or any failure to take action when acting on behalf of the corporation.

 

Section 5.12: Signatures

Paragraph 5.12.1: All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board may from time to time designate. A Board of Directors authorization is to be obtained for all purchases over the amount of $500.00. At the beginning of each fiscal year, the Board will determine which BOD members will be designated signatories. Each check will require two (2) signatures. One of these signatories must be the Treasurer.

 

Section 5.13: Deposits

Paragraph 5.13.1: All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board may approve or designate and all such funds shall be withdrawn in accordance to Article 5, Section 5.12, Paragraph 5.12.1.

 

Section 5.14: Contracts

Paragraph 5.14.1: Except as otherwise provided in these by-laws, the Board may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.

 

Article 6: OFFICERS, DIRECTORS AND SUBORDINATE OFFICERS

Section 6.1: The Election of Directors

Paragraph 6.1.1: The directors of the Southwest Florida Marine Aquarium Society shall be a President, a Vice-President, a Secretary, a Treasurer and a Membership Director.

Paragraph 6.1.2: All directors of the Association are to be elected by the membership of the Association via website or other electronic polling between November 1 and November 15 of each election year, except as provided in Article 5, Section 5.5, or Paragraph 5.5.1. or cases where secondary elections are required.

Paragraph 6.1.2.1: In the case of secondary elections, immediately following the primary election one week will be taken to validate candidates and one week for election via website or other electronic polling.

Paragraph 6.1.3: The elected directors of the Association shall take office from January following their election until the end of December of that year.

 

Paragraph 6.1.4: Before the election of directors, the Nomination Committee shall present a slate of any number of nominees for each office, which is to be filled by election. The nomination for a candidate can be submitted by any member in good standing and shall be announced by the Nomination Committee.

Paragraph 6.1.5: A director shall be declared elected when at the close of voting he has a majority of the total votes cast for the office for which he is a candidate. When no single nominated candidate receives a majority of votes cast, the membership shall vote a second time upon the two candidates for the office that have received the greatest number of votes.

Paragraph 6.1.5.1: : In the event a write in candidate is elected but declines the position, an election will be held between the remaining candidates. Any remaining write-in candidates will need to accept or decline their nomination to be placed on the ballot for this new election. No write-in candidates will be allowed on the secondary ballot. When no single nominated candidate receives a majority of votes cast, the membership shall vote a second time upon the two candidates for the office that has received the greatest number of votes.

 

Section 6.2: Duties of the Board of Directors and Officers

Paragraph 6.2.1: President shall:

A.    Preside at the regular monthly membership meetings of the Association and at other special meetings of the Association, unless delegated to the Vice-President

B.    Call the Board of Directors together and preside at the meeting

C.    Appoint the chair of all Standing Committees subject to the approval of the Board of Directors

D.   Appoint all special committees

E.    Be the Chief Executive Officer of the Association

F.    Have general supervision over the activities and operations of the Association subject, however, to the control of the Board

G.   Be the chairman of the board and spokesperson for the Association

H.    Sign, execute and acknowledge, in the name of the Association, deeds, mortgages, bonds, contracts or other instruments authorized by the board except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these by-laws to some other officer or agent of the Association

I.     In general, perform all duties incident to the office of president, and such other duties as from time to time may be assigned to him/her by the Board

J.     Call special meetings when necessary

K.    Act as MASNA delegate.

L.    Serves as a Director of the Board of Directors.

Paragraph 6.2.2: Vice-President shall:

A.    Perform the duties of the President in his/her absence and such other duties, as may from time to time, are assigned to him/her by the Board for the President

B.    Becomes President should the President leave the Association

C.    The Vice-President is the vice chairman of the board

D.   Be an honorary member of all the committees and shall be informed of any business of said committee so that s/he may present it to the Board in the absence of a committee chairperson

E.    In the absence of a Membership Director, the Vice-President shall be responsible for the duties of Membership Director as defined in Article 6, Section 6.2, and Paragraph 6.2.6

F.    Will make sure there is a location, directions to the location and start time for every regular monthly membership meeting. Once this information is obtained s/he will then provide this information to the webmaster and each Board member as soon as possible so the website may be updated accordingly 

G.   Manage communications to the community through newsletters, the Association’s website, mailings or other means.  

H.    Serves as a Director of the Board of Directors.

Paragraph 6.2.3: Secretary:

A.    Attend all regular monthly and special membership meetings of the Association and record its date, place and proceedings

B.    Attends all meetings of the Board of Directors and keeps a full and complete record of the proceedings

C.    Be the custodian of all the documents of the Association other than those pertaining specifically to the other offices of the Association

D.   Countersign as Secretary of the Association all instruments, papers and documents when asked to do so by the Board of Directors

E.    Keeps all minutes available for the inspection of the Board of Directors at any of their regular business meetings and likewise available for the inspection of the members of the Association at every regular monthly membership meeting.  Minutes for each meeting will be distributed by the Secretary to each Board member immediately following all meetings to which to minutes where recorded from to allow for review via e-mail or what means necessary for the Board members to receive such draft copy. If no comments or suggestions have been relayed back to the Secretary within 3 days the Secretary will take that as the current meeting minutes has been approved and will begin the next necessary steps to publishing the meeting minutes

F.    Submits a copy of the minutes of each meeting to the webmaster so the website may be updated accordingly

G.   When the President and Vice-President are absent at any meeting, the Secretary shall preside

H.    Serves as a Director of the Board of Directors.

Paragraph 6.2.4: Treasurer:

A.    Is custodian of all funds and securities of the Association and as such takes adequate precautions to safeguard them

B.    Keeps a regular book of accounts of the funds and securities

C.    Dispense money for the payment of bills and current expenses of the Association as authorized by the Board of Directors and keep the same as a part of Treasurer's records

D.   Report upon all the financial transactions of the Association when called upon to do so at meetings of the Board of Directors and at the regular monthly membership meetings of the Association

E.    Makes the book of accounts of the Association available for inspection by the members of the Association at every regular monthly meeting and available for inspection by the Board of Directors

F.    Makes the book of accounts available for inspection by any audit committee appointed by the President

G.   Shall have or provide for the custody of funds or other property of the Association and shall keep a separate bank account of the same to his/her credit as treasurer. Said bank account shall be put in the name of the Association with access to it by the treasurer and one other assigned officer

H.    Shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Association

I.     Shall deposit all funds in his/her custody as treasurer in such banks or other places of deposit as the Board may from time to time designate

J.     Shall, whenever so required by the board, render an account showing his/her transactions as treasurer, and the financial condition of the Association; and, in general, shall discharge such other duties as may from time to time be assigned to him/her by the Board, or the President

K.    Shall prepare an annual report of the Association, including all financial records, which shall be presented to the Board for inspection and approval. Said report is to be open for inspection by all members at the regular monthly membership meetings. Any member can request a reasonable current update of the corporation’s finances if said request is made in writing to the treasurer and allows the treasurer thirty (30) days to respond. The member is to pay for any expense occurred in obtaining said report that they so requested

L.    Is to obtain Board of Directors authorization for all purchases over the amount of $500.00

M.   Prepare all regulatory and tax filings as required under federal and state statues in a timely manner. Filling of extensions must be pre-approved by the Board of Dircetors.

N.  Outgoing Treasurer will prepare and then review tax filings with the Incoming Treasurer prior to submittal to the BOD for approval.

O.    Serves as a Director of the Board of Directors.

Paragraph 6.2.5: Membership Director:

A.    Attend all regular monthly and special membership meetings of the Association and record its date, place and proceedings

B.    Shall be empowered to accept membership applications and dues. Dues will be turned over to the Treasurer with a copy of the member’s application

C.    Shall issue a membership card to the new member at the next regular monthly membership meetings. Said membership card shall serve as a receipt of payment and shall only be mailed to member upon request of such member

D.   Shall be required to keep record of all members and their status

E.    Shall maintain current membership roster

F.    Updated member roster including name, address, phone and e-mail will be forwarded to the President, Vice-President, Secretary, Treasurer, Tech Support and the Editor of the Newsletter monthly. Shall prepare an annual report of the membership roles of the Association, which shall be presented to the Board for inspection and approval

G.    Serves as a Director of the Board of Directors.

Paragraph 6.2.6: Event Coordinator: 

A.    Is appointed by the Board of Directors

B.    Maintains relationships with sponsors

C.    Manage communications to the community through newsletters, the Association’s website, mailings or other means

D.   Develops relationships with other marine aquarium societies

E.    Is responsible for the active promotion of the club. These activities should be approved by the Board of Directors. No expense should be made unless previously approved by the board.

F.    Manage communications to the community through newsletters, the Association’s website, mailings or other means. 

G.    Serves as an Officer of the Board of Directors without voting privileges.

Paragraph 6.2.7: Tech Support:

A.    Is appointed by the Board of Directors

B.    Shall maintain the Associations internet site in a timely manner

C.    Meeting announcements and minutes shall be posted in a timely manner

D.   An agreed upon club forum shall be maintained

E.    Club domain name/s shall be maintained and ownership renewed by the Tech Support. The ISP selected to host the site should be reliable and reasonably priced and approved by the officers. The relationship with the ISP will be maintained in good stead by the Tech Support. The club domain name and web hosting will be funded by the Association, but it is the responsibility of the Tech Support to assure adequate time for all invoices to be paid on time

F.    Will maintain an up to date document with the Board describing the procedures for renewing the domain name, ISP hosting information and a copy of the web site code, including all passwords to enter the site

G.   All web site code shall be backed up by the Tech Support before any changes are made to the web site. New areas added to the web site need to be approved by the Officers

H.    The Association owns the domain name and controls the web site; the Tech Support serves at the club officer’s discretion

I.    Serves as a Subordinate Officer without voting privileges.

Paragraph 6.2.8: Editor of the Newsletter

A.    Is appointed by the Board of Directors

B.    Shall produce and distribute accordingly a newsletter quarterly. Months of distribution for the newsletter are January, April, July and October of each calendar year

C.    Shall be in charge of any material directed to that office for printing and/or publication

D.   Shall include all items as decided by the Board in the newsletter

E.    Shall keep a record of all newsletter created for the sole purpose of archiving

F.    A draft copy of the newsletter shall be distributed by the Editor to each Board member prior to the distribution month to allow for review via e-mail or what means necessary for the Board member to receive such draft copy. If no comments or suggestions have been relayed back to the Editor within 5 days the Editor will take that as the current newsletter has been approved and will begin the next necessary steps to producing the newsletter

G.   Once a final copy of the newsletter has been established it will be submitted to the webmaster so the website may be updated accordingly

H.    Serves as a Subordinate Officer without voting privileges.

Paragraph 6.2.9: Community Liaison:

A.    Is appointed by the Board of Directors

B.    Shall act as a liaison between SWFMAS and local schools and universities.

C.     Shall act as a liaison between SWFMAS and local businesses and organizations.

D.    Acts upon other duties as assigned by the Board of Directors.

E.    Serves as an Officer of the Board of Directors without voting privileges.

Paragraph 6.2.10: Marketing Officer:

A.    Is appointed by the Board of Directors

B.    Shall be responsible for advertising the club's events.

C.     Shall be responsible for producing marketing materials.

D.    Acts upon other duties as assigned by the Board of Directors.

E.    Serves as an Officer of the Board of Directors without voting privileges.

 

Paragraph 6.2.11  Florida Club Liaison

A.    Is appointed by the Board of Directors

B.    Will coordinate with other Florida Club Liaison Officers regarding special events and scheduling

C.    Will act as liaison between the SWFMAS BOD and other Florida Club BODs.

D.    Serves as a Subordinate Officer without voting privileges.

Paragraph 6.2.12: President emeritus:

A.    All past Presidents gain the status of President emeritus upon successful completion of their term. This position is a non-voting, advisory member of the Board. The Board reserves the right to revoke this status at any time. Such revocation shall be in accordance with Article 5, Section 5.3, Paragraph 5.3.1

B.    The immediate past president serves a vital role with primary function to assist the President and the Board during the term of the current President

C.    Questions may arise regarding policy, past experiences, status of ongoing projects, etc., that only a former Board of Director member would be aware of. As advisors to the Board, all Presidents emeritus may perform such other duties as from time to time may be requested of him/her by the Board on a volunteer basis

Paragraph 6.2.13: Photographer:

A.    Is appointed by the Board of Directors

B.    Is responsible for photo documentation of SWFMAS meetings, activities and events

C.    Serves as a Subordinate Officer without voting privileges.

Paragraph 6.2.14: Other positions:

A.    Shall be appointed as deemed necessary by the Board of Directors

 

Article 7: COMMITTEES

Section 7.1: Establishing Committees:

Paragraph 7.1.1: The Board may establish one (1) or more committees, each committee to consist of one (1) or more directors of the corporation. Committees shall act at the direction of the Board.

 

Section 7.2: Recording Proceedings:

Paragraph 7.2.1: Each committee shall keep minutes of its proceedings and report such proceedings periodically to the Board.

 

Section 7.3: Performance:

Paragraph 7.3.1: All Committees shall perform the duties assigned to them. No member shall be compelled to serve upon more than one (1) Committee at the same time. Any member of the Committee failing to perform his/her duties may be removed from such Committee by the President.

Paragraph 7.3.2: It is the obligation of every committee chairperson to contact the Vice-President, if he/she will be unable to attend the officers or regular monthly membership meeting and to give their report to the Vice-President to present at said meeting.

 

Section 7.4: Remuneration:

Paragraph 7.4.1: Remuneration, if any, shall be decided by the Board at the time the members of the Committee are selected. No expenditures on behalf of the Association will be reimbursed without prior authorization by the Board of Directors.

 

Section 7.5: MASNA:

Paragraph 7.5.1: The position of MASNA (Marine Aquarium Societies of North America) Delegate shall be the President of SWFMAS unless specifically appointed by the Board. This Delegate will be the liaison between the Association and MASNA. The duties of the Delegate are outlined in the MASNA by-laws as Article V, 5.04.

 

Article 8: AFFILIATIONS

Section 8.1: Affiliations

Paragraph 8.1.1: SWFMAS may be affiliated with other organizations whose stated goals and purposes are deemed by the Board to be in agreement with the mission statement of SWFMAS, if such affiliation will benefit SWFMAS, it’s membership, and/or the other organization; and will not cause undue hardship on SWFMAS or it’s membership.

Paragraph 8.1.2: Planned affiliations with and financial support of such organizations shall be disclosed to the membership prior to the actual commitment of funds whenever possible, or at the next regular meeting. Any affiliation shall be in strict accordance with the SWFMAS Constitution and By-Laws.

 

Article 9: NOTICES, WAIVERS of NOTICE

Section 9.1: Notice, Waiver of Notice

Paragraph 9.1.1: Whenever written notice is required to be given to any person or organization under the provisions of the articles in these by-laws, it may be given to such person or organization either personally or by sending a copy thereof by first class mail, telegram, or email. An organization may designate a person to receive such notice, including the address and method by which the notice is to be sent and this information shall be forwarded to the secretary of the corporation. Failure to provide this information shall constitute waiver of notice. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting.

 

Section 9.2: Amendment Proposal Contained in Notice

Paragraph 9.2.1: Whenever the language of a proposed resolution is included in the notice of a meeting, the meetings considering the resolution may, without further notice, adopt it with such clarifying or other amendments as do not enlarge its original purpose.

 

Article 10: CLUB EXPENDITURES

Section 10.1: Club Expenditures

Paragraph 10.1.1: the Board of Directors will reimburse no expenditures on behalf of the Association without prior authorization.

 

Article 11: AMENDMENTS

Section 11.1: Amendments of By-Laws

Paragraph 11.1.1: All proposed amendments to the By-laws must be submitted in writing and must list the Article Section and Paragraph that is to be amended. All proposed amendments must be signed by three (3) active members having voting privileges and presented to the Board of Directors for consideration. If approved by a Quorum of the Board of Directors, the members of the corporation shall submit the proposed amendment for a general vote.

Paragraph 11.1.2: These by-laws shall be amended or repealed or new by-laws may be adopted, by a vote of two-thirds (2/3) of the voting members of the corporation at any general or special meeting. Such proposed amendment, repeal or new by-law, or a summary thereof, shall be set forth in any notice of such meeting, whether general or special. If said meeting is special then the notice requirement to the members must conform to the requirements of the general meeting. If a proposed change in the by-laws is not sent out in advance with the official notice of said meeting, it may still be considered by the attendees, however in order to pass, it must be approved by a vote equal to two-thirds (2/3) of a quorum of directors and officers entitled to vote and by a unanimous vote of the members present, if a quorum of the membership is present, whichever is lower.

Paragraph 11.1.3: Any amendment, repeal or new by-law shall be filed with the appropriate governmental authority as required by law.

Paragraph 11.1.4: Amendments to these by-laws shall take effect immediately. The amendments shall be published on the SWFMAS website.

 

Article 12: PARLIAMENTARY AUTHORITY

Section 12.1: Review

Paragraph 12.1.1: These by-laws shall be reviewed at a minimum interval of three years or when deemed necessary by the Board of Directors.

 

Section 12.2: Rules

Paragraph 12.2.1: The rules contained in the most current revision of “Robert’s Rules of Order” shall govern the Association in all cases in which said rules are applicable and not in conflict with the By-Laws or special rules or order of the Association.

 

Section 12.3: All matters

Paragraph 12.3.1: All matters not herein expressly covered by the By-Laws are hereby delegated to the Board of Directors.

 

Section 12.4: Interpretations

Paragraph 12.4.1: All interpretations or clarifications of these by-laws by the Board of Directors shall be final.

 

Article 13: DISSOLUTION

Section 13.1: Dissolution

Paragraph 13.1.1: In the event that the corporation is dissolved or liquidated, all of the assets and property remaining after all debts, obligations and expenses have been paid may be distributed to organizations that are themselves non­profit and thereby tax-exempt. The organization’s final board of directors shall determine this.