OkR33Fer
New member
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be in Oklahoma City, Oklahoma.
Section 2. Principal Office. The principal office for the transaction of business of the Corporation shall be located at:
435 N. Walker, Suite 102
Oklahoma City, OK 73102
The Board of Directors is hereby granted full power and authority to change said principal office from one location to another. Any such change shall be noted in the By-laws by the Secretary, opposite this section, or this section may be amended to state the new location.
Section 3. Other Offices. The Corporation may also have offices at such other places both within and without the State of Oklahoma as the Board of Directors may from time to time determine or the business of the Corporation may require.
Section 4. Members of Corporation. The Corporation shall have no members.
ARTICLE II
PURPOSES
Section 1. Purposes. This Corporation is organized exclusively for charitable, benevolent, educational and scientific purposes including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law (Internal Revenue Code).
Included among the charitable, religious, educational and scientific purposes for which this Corporation is organized, as qualified and limited by the foregoing paragraph, are as follows.
B. To do any and all lawful acts that may be necessary and proper for the attainment of the foregoing purposes.
ARTICLE III
DIRECTORS
PROVISION I. DIRECTORS (the Board)
Section 1. Board
The governing body of the Central Oklahoma Marine Aquarium Society, Inc, hereafter Referred to as Society or COMAS, shall be the Board of Directors consisting of five (5) members of COMAS elected to serve as President, Vice President, Secretary, Treasurer and Ex-Officio of the Society. These officers will serve from December 1st to November 30th. Each officer may only hold one elected position, but may also take responsibility for an appointed position.
Section 2. Vacancy of Office
A. If the office of any Director or Officer becomes vacant, the position shall be filled by a special election of the membership. Any Director that misses two consecutive Board of Directors meetings could be considered to have forfeited their position, they may be removed without notice; any position may be recalled and replaced by a two-thirds (2/3) vote of the Board when they display an inability or unwillingness to perform their duties.
B. Special Election - The Board shall have the power to fill all vacancies occurring within its’ ranks during the Fiscal Year, in accordance with Article III. Time and date of election will be posted 45 days prior to the election or in as reasonable a time frame as feasible. Nomination for vacancies will be held open for 10 days following creation of the vacancy.
Section 3. Compensation
No Director/ Officer shall receive a salary by virtue of being a Director/Officer. The Board by majority vote may reimburse a director, officer, or other designated person for his/her speaker’s fee, travel expenses, or other out of pocket expenses incurred on behalf of the society with authorization.
Section 4. Agent
No person may act as an agent for the Society, or the Board without the written consent of the Board.
Section 5. Forum
The Board shall be allowed to have a forum on www.mycomas.com under the Board of Directors. This forum will be for the discussion of club business via ongoing "electronic discussions" of the Board.
Section 6. Vote
Each of the Board members will have one vote. A simple majority will decide all votes unless indicated otherwise in the Bylaws.
PROVISION II. DUTIES OF THE BOARD
Section 1. President
The President should act in the best interest of the club at all times to create an environment that is friendly and educational while at the same time building the club membership through the institution of various specialized programs. It shall be the duty of the President to preside at all meetings of the Society and of the Board, to see that the bylaws are enforced, to call such meetings as are herein provided, and to have general supervision over all the affairs of the Society. The President shall sign all written contracts and obligations, unless otherwise provided by special vote of the Board, and no contract shall be valid and binding upon the Society unless so signed. The President is primarily responsible for organizing all non-regular scheduled meetings and working as a liaison with outside entities as required. The President will be one of the authorized signers for disbursement of Society funds. If the President is unable to attend any meeting of the Board, the President must inform the Vice President and supply the Vice President with a President's report and agenda. Upon retirement from office, the President shall turn over to his/her successor all Society property in his possession.
Section 2. Vice President
It shall be the duty of the Vice President to work closely with and assist the President in carrying out all the President’s duties and assist in organizing meetings and setting up future events. The Vice President will act for the President in the President’s absence or at the President’s request, and step into that office in case the President’s position becomes vacant, until that Board position is filled by special election and a new President is elected. If a Vice President is unable to attend any Board meeting, the Vice President must inform the President and supply the President with a Vice President’s report. Upon retirement from office, the Vice President shall turn over to his/her successor all Society property in his/her possession.
Section 3. Secretary
It shall be the duty of the Secretary to keep and maintain a true record of all meetings of the Board of Directors, and of the Society meetings as required. The secretary will send a copy of the minutes to all absent officers and delegates for each meeting. A public record of minutes and newsletters shall be kept online. If the Secretary is unable to attend any Board or Society Meeting, the Secretary must inform the President and is responsible for finding a substitute Secretary. When authorized by the Board, the Secretary will assist in obtaining and filing any legal or organizational form, contract or letter necessary for the operation of the Society. The Secretary will coordinate with the Communications Chair & Webmaster to include minutes in Internet communications to Society members. Upon retirement from office, the Secretary shall turn over to his/her successor all documents and any other Society property in his possession.
Section 4. Treasurer
It shall be the duty of the Treasurer to receive all monies belonging to the Society, to keep an accurate record of all income and disbursements, and to report in writing of such at each Board meeting. A public record of the Treasurer's Report will be available to premium members upon request. The Treasurer will be one of the authorized signers for disbursement of Society funds. As needed and approved by the Board, an auditor(s) approved by the Board shall audit accounts for the preceding fiscal year. If the Treasurer is unable to attend any Board meeting, the Treasurer must inform the President and supply the President with a Treasurer's report. Upon retirement from office, the Treasurer shall turn over to his/her successor all funds, books of accounts, passwords and any other Society property in his possession.
Section 5. Ex-Officio
The immediate Past President, or other former Board member as appointed shall assist the President in the administration of the Society. Other duties shall be as established by the Board.
PROVISION III. APPOINTED POSITIONS
Each chair and all committees shall report such proceedings periodically to the Board of Directors.
1. Membership Chair
It shall be the duty of the Membership Chair to maintain the records of all the members, provide membership cards, and help organize membership drives. The Membership Chair shall have general charge of member records, which includes names, addresses, phone numbers, screen names, and e-mail addresses. All membership dues are collected and noted by the Membership Chair, and then given to the Treasurer. The Membership Chair shall give a report at the Board meeting of the number of members in attendance at Society meetings, as well as any other news concerning the membership. The Membership Chair shall organize a way to supply the Communications Chair with address labels and e-mail address lists in a timely manner. If the Membership Chair is unable to attend any Society meeting, the Membership Chair must inform the President and is responsible for finding a substitute membership representative and supplying the President with a Membership Report.
2. Webmaster
The Webmaster will be responsible for creating and updating the Society website as authorized by the Board. The Webmaster will be responsible for informing the Board of due dates and payment amounts or other requirements so that the Society can be responsible for payment to the web host or programming consultants as required. The Webmaster is responsible for selecting and training one or more back-up webmasters who can assist the Webmaster and assume the Webmaster’s duties in the event that the Webmaster is unable to fulfill them.
3. Communications Chair
The Communications Chair’s responsibility is to communicate the actions of the directors to the members of the society and the general public. The Communications Chair will be responsible for the writing and/or collection of articles, news items, minutes, President’s letter and other information to be included in the Society newsletter and on the Internet. The newsletter will be published on a schedule set by the Board. The Communications Chair will obtain an up-to-date membership list and e-mail a newsletter to all Members. The Communications Chair will publicize events scheduled for the society with local media and forums. The Communications Chair will work closely with the Board, the Webmaster, and the Event Chairs to verify, authorize and post information on the Society website and related forums.
4. Social Event Co-Chair
The Social Event Co-Chairs will be responsible for planning and executing 4 meetings per year. The focus of these meetings will be social interaction and small group discussion among the membership. Duties related to meeting planning may include location arrangements, logistics, transportation, and scheduling. The Social Event Chairs will have the responsibility of communicating with the Board and the Communications Chair and posting details in the Leadership Team Forum on the society’s website.
5. Educational Event Co-Chair
The Educational Event Co-Chairs will be responsible for planning and executing 4 meetings per year. The purpose of these meeting should be to advance members’ knowledge of different aspects of the aquarium hobby. Duties related to meeting planning may include location arrangements, logistics, transportation, and scheduling. The Educational Event Chairs will have the responsibility of communicating with the Board and the Communications Chair and posting details in the Leadership Team Forum on the society’s website.
6. Frag Program Chair
It will be the responsibility of the Frag Program Chair to maintain the database of donated coral and plant frags and which members have and want those frags. The Chair will distribute and record new sponsorship for all returning and new frags at the meetings and publish that information on the society website. The Frag Program Chair will work with other appointed Chairs and the Board of Directors to ensure the frags are accurately described and information pertaining to the care, maintenance and propagation are added to the society website. It will be the responsibility of the Frag Program Chair to remind sponsors to return frags to the program. The Chair will complete a monthly article for the website and/or newsletter highlighting corals or an aspect of the Frag Program. The Chair will provide a report to the Board on the number of frags returned and frags that are not being returned. If the Chair is unable to attend any society meeting, he must inform the President and is responsible for finding a substitute member to perform his duties and supplying a report to the president.
7. Library Chair
It will be the responsibility of the Library Chair to maintain a database or record of the library inventory. The Chair will also be responsible for checking out items to club members and following up to make sure the items are returned. Each year the Chair will recommend any purchases to add to the library. The Chair will periodically provide newsletter articles highlighting a selection of items from the library.
8. Committees
The Board may appoint such positions or committees with such duties as they see fit and may delegate to such any of their powers with exception of Board voting rights and signature authority. Any Officer, Director, Chair or Member may be appointed to the committee or Chair of the Committee.
PROVISION IV. ELECTION OF DIRECTORS AND OFFICERS
Section 1. Eligibility
To stand for election, a person must be a Member in good standing, over the age of 18, who has attended at least four Society meetings in the previous twelve calendar months.
Section 2. Election
Nominations for directors shall take place the first two weeks of November. Nominations for directors shall be solicited via the Forum and at the regularly scheduled Society meeting during the first two weeks of November. The Membership Chair will determine eligibility of the nominated persons to run for office. Elections shall take place at the November Society Meeting. The new Directors shall assume office on December 1st of each year.
OFFICES
Section 1. Registered Office. The registered office shall be in Oklahoma City, Oklahoma.
Section 2. Principal Office. The principal office for the transaction of business of the Corporation shall be located at:
435 N. Walker, Suite 102
Oklahoma City, OK 73102
The Board of Directors is hereby granted full power and authority to change said principal office from one location to another. Any such change shall be noted in the By-laws by the Secretary, opposite this section, or this section may be amended to state the new location.
Section 3. Other Offices. The Corporation may also have offices at such other places both within and without the State of Oklahoma as the Board of Directors may from time to time determine or the business of the Corporation may require.
Section 4. Members of Corporation. The Corporation shall have no members.
ARTICLE II
PURPOSES
Section 1. Purposes. This Corporation is organized exclusively for charitable, benevolent, educational and scientific purposes including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law (Internal Revenue Code).
Included among the charitable, religious, educational and scientific purposes for which this Corporation is organized, as qualified and limited by the foregoing paragraph, are as follows.
B. To do any and all lawful acts that may be necessary and proper for the attainment of the foregoing purposes.
ARTICLE III
DIRECTORS
PROVISION I. DIRECTORS (the Board)
Section 1. Board
The governing body of the Central Oklahoma Marine Aquarium Society, Inc, hereafter Referred to as Society or COMAS, shall be the Board of Directors consisting of five (5) members of COMAS elected to serve as President, Vice President, Secretary, Treasurer and Ex-Officio of the Society. These officers will serve from December 1st to November 30th. Each officer may only hold one elected position, but may also take responsibility for an appointed position.
Section 2. Vacancy of Office
A. If the office of any Director or Officer becomes vacant, the position shall be filled by a special election of the membership. Any Director that misses two consecutive Board of Directors meetings could be considered to have forfeited their position, they may be removed without notice; any position may be recalled and replaced by a two-thirds (2/3) vote of the Board when they display an inability or unwillingness to perform their duties.
B. Special Election - The Board shall have the power to fill all vacancies occurring within its’ ranks during the Fiscal Year, in accordance with Article III. Time and date of election will be posted 45 days prior to the election or in as reasonable a time frame as feasible. Nomination for vacancies will be held open for 10 days following creation of the vacancy.
Section 3. Compensation
No Director/ Officer shall receive a salary by virtue of being a Director/Officer. The Board by majority vote may reimburse a director, officer, or other designated person for his/her speaker’s fee, travel expenses, or other out of pocket expenses incurred on behalf of the society with authorization.
Section 4. Agent
No person may act as an agent for the Society, or the Board without the written consent of the Board.
Section 5. Forum
The Board shall be allowed to have a forum on www.mycomas.com under the Board of Directors. This forum will be for the discussion of club business via ongoing "electronic discussions" of the Board.
Section 6. Vote
Each of the Board members will have one vote. A simple majority will decide all votes unless indicated otherwise in the Bylaws.
PROVISION II. DUTIES OF THE BOARD
Section 1. President
The President should act in the best interest of the club at all times to create an environment that is friendly and educational while at the same time building the club membership through the institution of various specialized programs. It shall be the duty of the President to preside at all meetings of the Society and of the Board, to see that the bylaws are enforced, to call such meetings as are herein provided, and to have general supervision over all the affairs of the Society. The President shall sign all written contracts and obligations, unless otherwise provided by special vote of the Board, and no contract shall be valid and binding upon the Society unless so signed. The President is primarily responsible for organizing all non-regular scheduled meetings and working as a liaison with outside entities as required. The President will be one of the authorized signers for disbursement of Society funds. If the President is unable to attend any meeting of the Board, the President must inform the Vice President and supply the Vice President with a President's report and agenda. Upon retirement from office, the President shall turn over to his/her successor all Society property in his possession.
Section 2. Vice President
It shall be the duty of the Vice President to work closely with and assist the President in carrying out all the President’s duties and assist in organizing meetings and setting up future events. The Vice President will act for the President in the President’s absence or at the President’s request, and step into that office in case the President’s position becomes vacant, until that Board position is filled by special election and a new President is elected. If a Vice President is unable to attend any Board meeting, the Vice President must inform the President and supply the President with a Vice President’s report. Upon retirement from office, the Vice President shall turn over to his/her successor all Society property in his/her possession.
Section 3. Secretary
It shall be the duty of the Secretary to keep and maintain a true record of all meetings of the Board of Directors, and of the Society meetings as required. The secretary will send a copy of the minutes to all absent officers and delegates for each meeting. A public record of minutes and newsletters shall be kept online. If the Secretary is unable to attend any Board or Society Meeting, the Secretary must inform the President and is responsible for finding a substitute Secretary. When authorized by the Board, the Secretary will assist in obtaining and filing any legal or organizational form, contract or letter necessary for the operation of the Society. The Secretary will coordinate with the Communications Chair & Webmaster to include minutes in Internet communications to Society members. Upon retirement from office, the Secretary shall turn over to his/her successor all documents and any other Society property in his possession.
Section 4. Treasurer
It shall be the duty of the Treasurer to receive all monies belonging to the Society, to keep an accurate record of all income and disbursements, and to report in writing of such at each Board meeting. A public record of the Treasurer's Report will be available to premium members upon request. The Treasurer will be one of the authorized signers for disbursement of Society funds. As needed and approved by the Board, an auditor(s) approved by the Board shall audit accounts for the preceding fiscal year. If the Treasurer is unable to attend any Board meeting, the Treasurer must inform the President and supply the President with a Treasurer's report. Upon retirement from office, the Treasurer shall turn over to his/her successor all funds, books of accounts, passwords and any other Society property in his possession.
Section 5. Ex-Officio
The immediate Past President, or other former Board member as appointed shall assist the President in the administration of the Society. Other duties shall be as established by the Board.
PROVISION III. APPOINTED POSITIONS
Each chair and all committees shall report such proceedings periodically to the Board of Directors.
1. Membership Chair
It shall be the duty of the Membership Chair to maintain the records of all the members, provide membership cards, and help organize membership drives. The Membership Chair shall have general charge of member records, which includes names, addresses, phone numbers, screen names, and e-mail addresses. All membership dues are collected and noted by the Membership Chair, and then given to the Treasurer. The Membership Chair shall give a report at the Board meeting of the number of members in attendance at Society meetings, as well as any other news concerning the membership. The Membership Chair shall organize a way to supply the Communications Chair with address labels and e-mail address lists in a timely manner. If the Membership Chair is unable to attend any Society meeting, the Membership Chair must inform the President and is responsible for finding a substitute membership representative and supplying the President with a Membership Report.
2. Webmaster
The Webmaster will be responsible for creating and updating the Society website as authorized by the Board. The Webmaster will be responsible for informing the Board of due dates and payment amounts or other requirements so that the Society can be responsible for payment to the web host or programming consultants as required. The Webmaster is responsible for selecting and training one or more back-up webmasters who can assist the Webmaster and assume the Webmaster’s duties in the event that the Webmaster is unable to fulfill them.
3. Communications Chair
The Communications Chair’s responsibility is to communicate the actions of the directors to the members of the society and the general public. The Communications Chair will be responsible for the writing and/or collection of articles, news items, minutes, President’s letter and other information to be included in the Society newsletter and on the Internet. The newsletter will be published on a schedule set by the Board. The Communications Chair will obtain an up-to-date membership list and e-mail a newsletter to all Members. The Communications Chair will publicize events scheduled for the society with local media and forums. The Communications Chair will work closely with the Board, the Webmaster, and the Event Chairs to verify, authorize and post information on the Society website and related forums.
4. Social Event Co-Chair
The Social Event Co-Chairs will be responsible for planning and executing 4 meetings per year. The focus of these meetings will be social interaction and small group discussion among the membership. Duties related to meeting planning may include location arrangements, logistics, transportation, and scheduling. The Social Event Chairs will have the responsibility of communicating with the Board and the Communications Chair and posting details in the Leadership Team Forum on the society’s website.
5. Educational Event Co-Chair
The Educational Event Co-Chairs will be responsible for planning and executing 4 meetings per year. The purpose of these meeting should be to advance members’ knowledge of different aspects of the aquarium hobby. Duties related to meeting planning may include location arrangements, logistics, transportation, and scheduling. The Educational Event Chairs will have the responsibility of communicating with the Board and the Communications Chair and posting details in the Leadership Team Forum on the society’s website.
6. Frag Program Chair
It will be the responsibility of the Frag Program Chair to maintain the database of donated coral and plant frags and which members have and want those frags. The Chair will distribute and record new sponsorship for all returning and new frags at the meetings and publish that information on the society website. The Frag Program Chair will work with other appointed Chairs and the Board of Directors to ensure the frags are accurately described and information pertaining to the care, maintenance and propagation are added to the society website. It will be the responsibility of the Frag Program Chair to remind sponsors to return frags to the program. The Chair will complete a monthly article for the website and/or newsletter highlighting corals or an aspect of the Frag Program. The Chair will provide a report to the Board on the number of frags returned and frags that are not being returned. If the Chair is unable to attend any society meeting, he must inform the President and is responsible for finding a substitute member to perform his duties and supplying a report to the president.
7. Library Chair
It will be the responsibility of the Library Chair to maintain a database or record of the library inventory. The Chair will also be responsible for checking out items to club members and following up to make sure the items are returned. Each year the Chair will recommend any purchases to add to the library. The Chair will periodically provide newsletter articles highlighting a selection of items from the library.
8. Committees
The Board may appoint such positions or committees with such duties as they see fit and may delegate to such any of their powers with exception of Board voting rights and signature authority. Any Officer, Director, Chair or Member may be appointed to the committee or Chair of the Committee.
PROVISION IV. ELECTION OF DIRECTORS AND OFFICERS
Section 1. Eligibility
To stand for election, a person must be a Member in good standing, over the age of 18, who has attended at least four Society meetings in the previous twelve calendar months.
Section 2. Election
Nominations for directors shall take place the first two weeks of November. Nominations for directors shall be solicited via the Forum and at the regularly scheduled Society meeting during the first two weeks of November. The Membership Chair will determine eligibility of the nominated persons to run for office. Elections shall take place at the November Society Meeting. The new Directors shall assume office on December 1st of each year.
