Lorenzo, Sorry this took so long to get, but here they are.
BYLAWS OF SOUTHWEST TANK AND REEF SOCIETY
ARTICLE I – NAME
SECTION 1. The name of this society shall be Southwest Tank and Reef Society (STARS).
ARTICLE II - OBJECTIVES
SECTION 1. STARS is a society of local hobbyists, open to all, dedicated to reef sustainability and proper marine husbandry.
ARTICLE III - MEMBERS
SECTION 1. Members of STARS consist of any person who actively participates in society affairs solely online or in person or any combination of the two.
SECTION 2. A voting member of this society shall be a member who has attended three (3) meetings, must be present at a duly called meeting, and shall be entitled to one vote on any and all questions.
ARTICLE IV – MEETINGS
SECTION 1. The society membership shall hold its annual meeting scheduled in January.
SECTION 2. Special meetings of the members may be called by the President, the board of Directors, or by any seven (7) members.
SECTION 3. No notice shall be required for the annual meeting. Notice of special meetings shall be sent by general post on Reef Central, to members entitled to vote at least ten (10) days prior to such meeting and shall state generally the purpose(s) therefore.
SECTION 4. The members of the society present in person at any annual or special meeting shall constitute a quorum.
SECTION 5. At meetings of the society, the order of business shall be as follows:
a. Reading of the Minutes
b. Reports of officers
c. Reports of committees
d. Unfinished business
e. New business
f. Election of Directors at annual meetings
SECTION 6. It is the intent of the Society to conduct its business in open sessions whenever possible. However, in those circumstances where the Board is discussing or acting upon strategy with respect to litigation, implementation of security systems, purchase of property, interviews with prospective employees, and discussion of personnel matters, the meeting shall be closed.
On any other matter which the Board feels must be dealt with in a confidential manner, the Board may close the meeting to the members of the Society and the general public. An affirmative two-thirds (2/3) vote of the Board members present is necessary to close the meeting.
ARTICLE V – DIRECTORS
SECTION 1. Its Board of Directors shall manage the business and affairs of the Society, including the control and disposition of its property and funds.
SECTION 2. The Board of Directors shall consist of seven (7) voting members:
a. Society President, Society Vice-President, Society Secretary, Society Treasurer.
b. Three (3) At-Large Directors elected by the membership.
Each of the Directors shall serve a term of one (1) year with a maximum of consecutive two-term limits for each office.
SECTION 3. The President shall appoint a Nominating Committee, consisting of three (3) members annually, prior to the annual meeting. The President shall designate one (1) of the appointees as the Chairman of the Committee. Each appointee shall be a member in good standing that is not then a Director of the Society. The President may, at his/her discretion, appoint other members in good standing, whether or not that member(s) is (are) then a Director, as ex-officio members of the Nominating Committee without voting rights. The Nominating Committee shall, prior to the annual meeting, nominate at least one (1) but not more than two (2) members for each position on the Board of Directors to be filled. Any member present at the annual meeting may also make nominations for the Board of Directors. The members present at the annual meeting shall elect from such nominees, one for each directorship to be filled on the Board of Directors.
SECTION 4. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of members. The Board of Directors at any meeting thereof may determine the time and place for holding additional meetings without notice.
SECTION 5. Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the Directors. The person or persons authorized to call special meetings of the Board of Directors may fix a place for that meeting.
SECTION 6. Notice of any special meeting shall be given at least one (1) day’s notice by telephone, e-mail or by written notice delivered personally or by written mail to each Director’s personal or business address. Such notice shall be deemed to be delivered when deposited in the USPS so addressed, with postage thereon prepaid, or read receipt is received. Any Director my waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting.
SECTION 7. A majority of the number of voting Directors (four out of seven) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
SECTION 8. Any vacancy occurring in the Board of Directors shall be filled by a majority vote of the remaining Directors. A Director so appointed shall serve the unexpired term of his/her predecessor in office.
SECTION 9. Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof.
SECTION 10. Any or all members of the Board of Directors may participate in any regular or special meeting by telephone and any meeting of the Board of Directors may be held by telephone, provided notice in accordance with these Bylaws has been given.
SECTION 11. Any Director may be removed from office for cause by a majority vote of all Directors.
SECTION 12. The management of Society Finances is the Board of Directors primary responsibility. In carrying out this responsibility the following objectives will guide the financial management and decision-making process:
a. Maintain accurate financial records
b. Pay bills (debts) promptly
c. Manage finances by using budgets
d. Develop monthly and annual financial reports
e. Pay all applicable taxes
f. Collect all current and past-due fees and dues
g. Indemnify the society members from contingencies
h. Plan for future financial needs
Though these objectives are broad and comprehensive, good management, knowledge and attention to detail by Society members will guarantee Society financial success.
ARTICLE VI – OFFICERS
SECTION 1. The officers of the Society shall be a President, Vice-President, Secretary, and a Treasurer. (See Article V)
SECTION 2. A vacancy in any office for any reason shall be filled by a majority vote of the Board of Directors.
SECTION 3. The President shall be the principal executive officer of the Society, subject to the control of the Board of Directors and these Bylaws, and shall, in general, supervise and control all of the business affairs of the Society. He/She shall, when present, preside at all meetings of the Board of Directors. He/She may sign, with the Secretary or any other proper officer of the Society there unto authorized by the Board of Directors, any deed, mortgages, bonds, contracts or any other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Society, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 4. In the absence of the president, or his/her refusal or inability to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers and responsibilities of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties that may be assigned to him/her, form time to time, by the President or the Board of Directors.
SECTION 5. The Secretary shall:
a. Keep the minutes of the Board of Directors’ meetings in one or more books provided for that purpose.
b. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law
c. Be custodian of the Society records
d. Maintain a register of all Members’ telephone numbers, e-mail and USPS addresses
e. In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or the Board of Directors.
SECTION 6. The Treasurer shall:
a. Have charge and custody of, and be responsible for, all funds and property of the Society
b. Receive, and give receipts, for all monies due and payable to the Society from any source whatsoever, and deposit all such monies in the name of the Society in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of the Bylaws.
c. Compile and distribute annually to each Director a report of the activities of the Society, including a statement of receipts and expenditures.
d. In general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or the Board of Directors.
The Treasurer may be required to give a bond at the expense of the Society for the faithful discharge of his duties in such sum and with such surety or sureties, as the Board of Directors shall determine.
ARTICLE VII – PROPERTY
SECTION 1. No property, real or personal, owned or acquired by the Society, shall be sold, transferred or assigned without the affirmative vote of the Society, which shall be given at a meeting called for the purpose of acting thereon. A majority vote of those members present in person shall constitute an affirmative vote of the Society.
SECTION 2. In the event that the Society is suspended or revoked for any reason, all of the property, both real and personal, belonging to this Society shall pass to members of the society.
ARTICLE VIII – CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. The Board of Directors may authorize any officer, or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.
SECTION 2. No loans shall be contracted on behalf of the Society and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
SECTION 3. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness is issued in the name of the Society shall be signed by the Treasurer or such other officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors.
SECTION 4. All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE IX – WAIVER OF NOTICE
SECTION 1. Whenever any notice is required to be given to any Member or Director of the Society under the provisions of the bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to giving such notice.
ARTICLE X – FISCAL YEAR
SECTION 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 of that same year.
ARTICLE XI – MISCELLANEOUS
SECTION 1. This Society is an equal opportunity employer without regard to race, creed, age, sex, color, ancestry, or national origin.
SECTION 2. All meetings of the Board of Directors and membership shall be governed by Robert’s Rules of Order (current edition), unless contrary procedure is established by the Articles of Incorporation or the Bylaws, or by resolution of the Board of Directors.
ARTICLE XII – AMENDMENTS
SECTION 1. These Bylaws may be altered, amended, repealed or replaced and new Bylaws may be adopted by a majority vote of the members present at any annual or special meeting of the members or a majority vote of all members of the Board of Directors at any regular or special meeting of the Board of Directors provided that a minimum of ten (10) days notice be given in writing of the character of the proposed alteration, amendment or repeal.
The foregoing Bylaws were adopted at the first meeting of the Society at a regular meeting at Jay Stubbs house on April 25, 2010.
SECTION 2. These Bylaws supersede and replace any and all previously adopted Bylaws regarding STARS.
President: __________________________________________________
Print Name
__________________________________________________
Signature
Secretary: __________________________________________________
Print Name
__________________________________________________
Signature