Club Duties

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
 
Omfg Pedro. You don't know the historic meltdown of ElMar? If anything, STARS was formed because of ElMar. Its actually playing out the same: blame for lack of leadership, lack of interest in the club, finger pointing, anarchy, drama, stepping on toes, etc, etc. So in essence, a big thanks to John, Justin, Audrey, Jay, Jay, and Daniel are in order. If it werent for them, there probably would not of have been a club to serve LC/EP hobbiest. That is the truths.
 
Exactly I keep saying I know how difficult it is. But who and when was Elmar started ? Even if bad seeds existed I don't see how you wouldn't take control of the situation and not have to start a new club for drama reasons ? Anyways don't matter now. It is what it is. And I hope to better things just by the little things. Just weird to me that calling out pres and vise now is such a big deal beyond their history and intent which is obviously for the best of this club. The current situation is current. If you try and find new threads by these people that hold positions you would be hard to find any for quite some time. Regardless of club participation. So I would hope to point this out that leadership should take leadership this year and now. No matter how great of a job they had done in the past. And not take this offense that has been blown out of proportion and just listen. And let us try. Nothing to get bent out of shape over. We will clear it up at the meeting and hopefully over a beer and talk like men or grown ups.
 
Elmar was started by a guy named Ed (US customs agent) but he moved to Virginia a while ago. I believe his a moderator now if Im not mistaken and Sam the previous owner of the CoralReef also had a hand in starting the club.I wanna say about over 10 years ago its when it got started cause thats when I got into the hobby and Sam was the only Saltwater store that only sold saltwater fish. We also used to have our meetings at the Zoo which I thought was pretty cool cause afterwards you could stay and hang out at the zoo. I remember the zoo giving discounts to participating members for summer visits. Anyways thats a short history of Elmar Im sure I left some details out but thats pretty much the run down.
 
Exactly I keep saying I know how difficult it is. But who and when was Elmar started ? Even if bad seeds existed I don't see how you wouldn't take control of the situation and not have to start a new club for drama reasons ? ........

I doubt anyone could take control of that other club. Pretty much the president of that club said to John "go away! You're not welcome here. Take your friends and make your own club. This is MY club." and....... Here we are now.

And honestly Kudos to John and the others that started STARS. Without them there would be no STARS.
 
I doubt anyone could take control of that other club. Pretty much the president of that club said to John "go away! You're not welcome here. Take your friends and make your own club. This is MY club." and....... Here we are now.

And honestly Kudos to John and the others that started STARS. Without them there would be no STARS.

Sounds good, and i thank them also, i dont know how many times i have mentioned i understand how hard getting a group of people to do something is. But the D word needs to stop, its not a huge deal. i can talk about anything to anyone and would rather do it face to face since this doesnt seem to be going all that well. i will discuss those issues that im trying to get across at the meeting, it feels like this :deadhorse: right now. Cheers :beer:
 
I doubt anyone could take control of that other club. Pretty much the president of that club said to John "go away! You're not welcome here. Take your friends and make your own club. This is MY club." and....... Here we are now.

Pretty much somes it up. It seems, that irony has made a full circle. Agian.

Pedro, you are doing no different then what John, Jay, Justin, and daniel, were trying to do at ElMar: get the group or club back in order. They meant well, but the outcome was the same as it is now. And of course when it's your baby or your idea, anything that is said in a negative context will be taken as such. Its like someone saying bad about your child regardless if she or he is bad, your going to take offense to it. So when someone says, well, I can raise your child better then you can. That's insulting.

It doesn't matter the context of the insult or trying to be proactive. It's like a saying, "if you having something to say, don't say it mean, but mean what you say." it doesn't matter of "manning up" or what have you. Plus, what does that mean? Man up?? Seriously??? If this forums members can't speak together as a unit now, how does one expect to speak at a meeting of the "minds" without being insulting??? Doesn't make a whole lot of sense to me. At least not now, to have a meeting. There is a discernible hatred and anomosity within the group right now.

I still remember speaking to John about 4 years ago over the phone about ElMar and forming STARS. I can say I was honored by his call because I was a perfect stranger at the time and he reached out to me to get the club going.

Well, I am done and wish you all the best. My last post here at STARS as it was for ElMar.
 
Pretty much somes it up. It seems, that irony has made a full circle. Agian.

Pedro, you are doing no different then what John, Jay, Justin, and daniel, were trying to do at ElMar: get the group or club back in order. They meant well, but the outcome was the same as it is now. And of course when it's your baby or your idea, anything that is said in a negative context will be taken as such. Its like someone saying bad about your child regardless if she or he is bad, your going to take offense to it. So when someone says, well, I can raise your child better then you can. That's insulting.

It doesn't matter the context of the insult or trying to be proactive. It's like a saying, "if you having something to say, don't say it mean, but mean what you say." it doesn't matter of "manning up" or what have you. Plus, what does that mean? Man up?? Seriously??? If this forums members can't speak together as a unit now, how does one expect to speak at a meeting of the "minds" without being insulting??? Doesn't make a whole lot of sense to me. At least not now, to have a meeting. There is a discernible hatred and anomosity within the group right now.

I still remember speaking to John about 4 years ago over the phone about ElMar and forming STARS. I can say I was honored by his call because I was a perfect stranger at the time and he reached out to me to get the club going.

Well, I am done and wish you all the best. My last post here at STARS as it was for ElMar.

I am seeing that more now hans, the it being their baby and whatever i say against it in whatever manner is going to have this reaction. There is no beef on my end, just didnt expect name calling towards me in that way. Thats where the only hostility i see so far. Everyone needs to stop now. And we can talk about this at the meeting. ITS NOT A BIG DEAL, let the people speak and lets go from there. and Johns view on things is very visible and most people see where he is at and thats that. Much respect to what he has done and will continue to do. And ill say it one last time !!! I understand how difficult it is to keep something like this going. especially for so long. So now it couldnt hurt to let someone give it a try, even if john knows exactly how it will end up because of his experience. Couldnt hurt at this point. But would love his support regardless. As well as everyone else.
 
At the last meeting where we elected officers at Eric's apartment, I remember John and Justin being very eager for someone else to hold the reigns. They really wanted new blood to be driving the club. They accepted their nominations reluctantly.

Getting all people together is very difficult and should be brought up at the meeting. According to the bylaws their only needs to be one official meeting per year. It is looking as this will be the meeting. I think at the meeting we should set a meeting date for June, September, and Decemeber (every three months). We should make those dates official even if no one knows who will host it. Any meetings in between should be unofficial get togethers etc... If one of the quarterly meetings does not have a host, I think the president should take initiative to find a place or to host it themselves.

I would be happy to host the meeting in June. One of the perks of teaching (long summers).

I hope for the clubs sake we can all put this stuff behind us. I know that Justin and John would like to see this club succeed no matter who is in charge. They would love to see participation, but not this negative participation. SO I HOPE WE CAN MOVE ON FROM THIS, have a civilized election of officers where people can state their cases, ideas, initiatives, etc.... and lets elect in that fashion.

So see you all March 31st!
 
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