PREFACE
This is the original draft of the Bylaws of the Fort Wayne Aquarium Society. It is the intent of the Society to present this document to eliminate confusion and to set forth guidelines to conduct the business of the Society. References to masculine gender throughout this document shall be deemed to include the feminine.
Article I. Name
Section 1.
The name of this Organization is:
The Fort Wayne Aquarium Society (FWAS)
Article II. Purpose
Section 1.
The purpose for which the Fort Wayne Aquarium Society was formed is to advance the knowledge and enjoyment of all forms of aquatic life and of engagement in related activities.
Article III. Membership
Section 1.
All persons interested in membership to the Society shall be eligible for membership by:
Part 1. Attending at least one General Meeting, to be introduced to the Membership, and, filling out an application form.
Part 2. Submitting the application with the payment of applicable Membership dues.
Part 3. Agreeing to abide by these Bylaws.
Section 2.
Membership shall be in classes, as follows:
Class 1. FAMILY MEMBERSHIP
Household Membership entitles all members of a household over five years of age to participate in Organization activities and functions. Up to two household members (adult cohabitants of a given domicile, e.g. husband and/or wife and/or children at least 16 years of age) are each entitled to have one vote at membership meetings. Those two members also have the right to hold office. (If there are more than two persons 16 years of age or older who want the right to vote individually and/or to be eligible to hold office, those persons will be required to apply for separate adult membership.)
There is a separate class of dues for Household Membership.
Class 2. ADULT MEMBERSHIP
Adult Membership entitles a member (at least sixteen years of age) to participate in Society activities and functions. The member has the right to vote and to hold office. There is a separate class of dues for Adult Membership.
Class 3. HONORARY MEMBERSHIP
Honorary Membership is a one-year membership granted by two-thirds vote of the Membership in appreciation for services rendered to the organization or achievements in the field of aquarium life. Honorary Members have the right to participate in Society activities and functions. Honorary Members may not have the right to vote and hold office. There are no dues for Honorary Membership.
Class 4. JUNIOR MEMBERSHIP
Junior Membership is designed for a member eight (8) through fifteen (15) years of age, not otherwise qualifying under a Family Membership, to participate in Society activities and functions. Junior Members are not eligible to vote or hold office. There is a separate class of dues for Junior Membership.
Class 5. CORRESPONDING MEMBERSHIP
Corresponding Membership entitles a member to participate in Society activities and functions. Corresponding Members are not eligible to vote or hold office. There is a separate class of dues for Corresponding Membership.
Class 6. LIFE MEMBERSHIP
Life Membership is granted by the Board of Directors or by the membership for the highest levels of achievement in Society programs or for outstanding ongoing contributions to organizational goals. Life Membership entitles a member to participate in Society activities and functions. Life members are eligible to vote and hold office. There are no dues for Life Membership as long as the Life Member takes part in Society activities (e.g., during the last twelve months).
Section 3.
Each Membership class (defined in Section 2. above)Section 5whose member is in good standing (having paid currently applicable dues, etc.) shall be entitled to receive the Society’s publications via electronic distribution (email or website).
Section 4.
Social Media:
Membership are encouraged to contribute to the society’s social media sites, however, the use of social media by the general membership to represent the society’s positions without approval of the Officers, Directors or appointed chairpersons may make the member subject to removal from the society.
Article IV. Officers
Section 1.
The officers of the Society, in order of authority, shall be:
1st. President 2nd. Vice-President 3rd. Secretary 4th. Treasurer 5th. Events Coordinator 6th. Media Manager
Section 2.
Method of Selection:
The officers of the Society are elected from among the Membership as outlined in Article X. Elections, of these Bylaws.
Section 3.
Compensation:
Officers serve with no monetary compensation, except for reimbursements authorized by the Board of Directors or by the Membership, for direct expenses incurred on behalf of the Society’s activities.
Section 4.
General and Specific Duties of Each Officer:
These officers shall have duties as ordinarily pertain to their respective offices.
Part 1. The President shall conduct all General Meetings. The President shall also be Chairperson of the Board of Directors.
Part 2. The Vice President shall assist the President and shall conduct the Meeting in the absence of the President. It is also the responsibility of the Vice-president to review and keep these Bylaws a working and viable document.
Part 3. The Secretary, along with regular recording duties, shall make oral reports of those records, at both Board Meetings and General Meetings, and shall submit written reports to the editor of the FWAS Newsletter.
Part 4. The Treasurer and President, along with regular duties, may approve and make disbursements up to fifty dollars ($50) upon approval of the President. All disbursements over fifty dollars shall be made upon approval of the Board of Directors or by vote of the Membership.
Part 5. The Events Coordinator is responsible for coordination and development of all club events.
Part 6. The Media Manager is responsible for maintaining the Fort Wayne Aquarium Society Newsletter, social media, and other platforms that are designed to disseminate information to the club members and the public at large.
Section 5. Any vacancy which might occur in an Officer position, before the term of that office expires, shall be announced to the Membership at the earliest possible General Meeting. The Board of Directors will be responsible for nominating a replacement, which must be ratified by vote of the Membership at the General Meeting.
Article V. The Board of Directors
Section 1.
The Board of Directors shall consist of the Officers of the Society.
Section 2.
One Director is to be installed for a one-year term. This position is to be filled by the President from the previous year. If the President from the previous year is reelected, this position is to be filled by election by the Membership as outlined in Article X. Elections, of these Bylaws.
Section 3.
Six members of the Society shall be elected to the Board of Directors by the Membership for two year terms. They shall be elected as outlined in Article X. Elections, of these Bylaws.
Section 4.
For the Board Members elected to serve two-year terms, terms shall be staggered so that two Board Members’ terms will expire each year.
Section 5.
At all Board Meetings, each Board Member present shall have one vote. However, the President may break a tie vote by the Board. No proxies are permitted.
Section 6.
Each Board Member is expected to attend all meetings of the Board and all General Meetings. In addition, each Board Member is expected to take an active part in any Committee or project to which he or she is appointed. The Board Members shall assist the President in providing programs for the General Meetings.
Section 7.
The Board of Directors shall have the power to adopt such actions or policies as it deems necessary for the conduct of the business and affairs of the Society; provided, however, that any such action or policy may be modified or rescinded by a majority vote of the members present at any General Meeting, and provided further, that in no event shall the Board of Directors have the power to modify or change any action or policy adopted at a General Meeting.
All business transacted by the Board of Directors shall be reported to the Membership at the next General Meeting.
Section 8.
Any vacancy which might occur in a Director position, before the term of that Director expires, shall be announced to the Membership at the earliest possible General Meeting and filled by election by the Membership at the General Meeting following the announcement.
Section 9.
Meetings of the Board may be called by the President or by the President at the request of any two Board Members. Time and place should be selected to accommodate a majority of Board Members. Notice of these meetings and the known agenda items shall be given to the Board Members a reasonable time in advance.
Section 10.
At any meeting of the Board, the most senior Officer in attendance (as defined in Article IV., Officers) shall preside as Chairperson (this is normally the President of the Society).
Section 11.
Directors serve with no monetary compensation, except for reimbursements authorized by the Board of Directors, or by the Membership, for direct expenses incurred on behalf of the Society’s activities.
Section 1.
General Meeting:
Part 1. There shall be a General Meeting once a month.
Part 2. The “regular time and place” shall be decided upon at the discretion of the Board of Directors or the
Membership. Any deviation to this “regular meeting schedule” must receive a majority vote of the attending quorum.
Part 3. At the present time General Meetings of the Society are held on the third Monday of each month, when possible, at the Tillman Church, 3710 Tillman Road, Fort Wayne, IN. Meetings are to begin promptly at 7:00 P.M., E.T, with social interaction time between 6:30 P.M. and 7:00 P.M.
Part 4. The members shall be notified as to the date, time and location of the meetings (e.g., by special notice, in the publication and the website of the Society).
Section 2.
Special Membership Meeting:
Part 1. Special Meetings may be called by the President at the request of four (4) or more members.
Section 3.
Membership Meeting at a Society Function:
Part 1. In conjunction with any Society Function (e.g., Annual Party, Picnic, Show, etc.), at which the attendance of all members is encouraged and for which advance notice was distributed to all the members through the Society publicity, a Business Meeting can be called to consider any item that could be considered at a General Meeting.
Section 4.
Board of Directors Meetings:
Part 1. The Board of Directors shall meet no less than two times a year.
Part 2. At the present time the Board of Directors meets each month one hour before the General Meeting, at 6:00 P.M., E.T., at various locations. Scheduled meeting sites are determined before the Board Meetings.
Part 3. All Board Members shall be notified as to date, time, and location of all meetings.
Part 4. Society members are welcome to participate in the Board Meetings but do not have a vote.
Part 5. In conjunction with any Society function, a quorum of the Board may conduct a necessary Business Meeting.
Article VII. Quorums
Section 1.
The quorum for any General Meeting shall be eight.
Section 2.
The quorum for any meeting of the Board of Directors shall be four .
Section 3.
The quorum for any meeting of the Breeder Award Program Committee shall be four.
Section 4.
The quorum for any meeting of the Horticulture Award Program Committee shall be three.
Section 5.
The quorum for any meeting of the Aquatic-Animal Award Program Committee shall be three.
Section 6.
No proxies are permitted at any meeting.
Article VIII. Committees
Section 1.
The Membership or the President, with advice from the Board of Directors, may appoint Committees. The President shall be an ex officio member of all such Committees.
Section 2.
At the current time the following Committees have been identified:
Part 1. The Auditing Committee – is composed of the entire Board of Directors.
Part 2. The Bylaws Committee – Chairperson is the Vice-President.
Part 3. The Membership Committee – Chairperson is appointed.
Part 4. The Breeder Award Program Committee – Chairperson is appointed.
Part 5. The Horticulture Award Program Committee – Chairperson is appointed.
Part 6. The Aquatic-Animal Award Program Committee – Chairperson is appointed.
Part 7. The Bowl Show Committee – Chairperson is appointed.
Part 8. The Event Committee – Chairperson is appointed.
Part 9. The Advertising & Promotion Committee – Chairperson is appointed.
Part 10. The Library Committee – Librarian is appointed.
Part 11. The Publication Committee – Editor is appointed.
Part 12. The Archives Committee – Chairperson is appointed.
Part 13. The Publication Exchange Committee – Chairperson is appointed.
Part 14. The Spring Auction Committee – Chairperson is appointed at the first Meeting after the event.
Part 15. The Fall Swap Meet Committee – Chairperson is appointed at the first Meeting after the event.
Part 16. The Program Committee – Chairperson is appointed.
Part 17. The Web Site Committee – Chairperson is appointed.
Part 18. The Social Media Committee – Chairperson is appointed.
Part 19. The Swap Meet Committee – Chairperson is appointed.
Part 20. The Membership Retention Committee – Chairperson is appointed.
Part 22. Appointments shall be made by the President, subject to the approval by a simple majority of the Board and/or the Membership.
Article IX. Finances
Section 1.
Dues shall be decided upon, and may be subject to change once a year, by recommendation of the Board of Directors and a two-thirds majority vote of the members present at a General Meeting.
Part 1. The dues schedule is as follows:
| Household Membership | $35.00 per year |
| Adult Membership | $25.00 per year |
| Junior Membership | $5.00 per year |
| Corresponding Membership | $5.00 per year |
| Honorary Membership | none |
| Life Membership | none |
Part 2. The annual dues shall be paid on a yearly basis, and are due in January each subsequent year. New membership is prorated by 50% for the first year if a new member joins in July or later,
Part 3. In the Society publication, a list may be printed showing the memberships that are due.
Part 4. For recurring members, If membership is not paid in January, there shall be a grace period of two months, at which time the Membership Chairperson shall notify the member. If the dues are not then paid, nonpayment shall be considered the equivalent of resignation. The member shall be dropped from the rolls of the Society. No further publications will be sent.
Section 2.
As needed to supplement monies received as dues, the Society may hold auctions, raffles, swap meets etc. All monies collected in these functions shall immediately be turned over to the Treasurer for deposit.
Part 1. Auctions may be held at any Society Event with the following ground rules: The person offering the item(s) for auction agrees to split the proceeds with the Society based on a ratio predetermined by a majority vote of the Membership. The items offered for auction must be related to the aquarium hobby. Currently, all auctions held during Monthly Meetings allow for 100% of the proceeds to the seller.
Part 2. The President may appoint a member of the Society to organize a raffle. This person will be in charge of procuring the items to be raffled and managing all aspects of the raffle. All monies received shall immediately be turned over to the Treasurer for deposit.
Part 3. Swap meets may be organized by the Swap Meet Chairperson. This person will be in charge of organizing the time, location and any other requirements in order for the swap meet to be successful.
Section 3.
The Board of Directors acting as the Audit Committee for the Society shall audit the Treasurer’s records at least once a year, after the Annual Election Meeting. The Society will bear the cost of the audit, as required.
Section 4.
The Society requires no surety bond for Officers or Directors.
Article X. Elections
Section 1.
The Annual Election is held at the General Meeting in October. Other elections may be held at the earliest General Meeting after the General Meeting during which a vacancy among the Officers or among the Board of Directors has been announced.
Section 2.
Elections for Officers will be conducted first; elections to fill vacancies in the Board of Directors will be conducted next.
Section 3.
Nominations will be accepted from eligible voters starting with the Board of Directors Meeting in August (two months before the Annual Election Meeting) and ending just before the election itself. It will be customary to permit the nominator to speak on his or her own behalf and to permit the seconder to state reasons for supporting the nominee.
Section 4.
Nominators must secure the agreement of their prospective nominees to serve if elected. Such agreement should be made in person or, if the nominee is absent, in writing. Self-nominations are encouraged.
Section 5.
If more than one candidate shall be nominated for any single post, or if more candidates are nominated to the Board of Directors than there are openings, or if any voting member requests it, election shall be by secret ballot. Ballots are to be counted by an impartial Committee appointed by the Chairperson of the Meeting. Otherwise, in the case of an unopposed nominee, the Chairperson may declare the candidate elected without a ballot.
Section 6.
In the case of Officers, a simple majority of the votes cast is necessary to elect. In the case of Directors, the top vote recipients equal to the number of openings are considered elected (each member having the right to one vote for each of as many different Directors as there are openings). In the case of openings in the Board of Directors, vacancies will be filled with the highest vote recipient being elected to the vacancy with the longest term, and so on.
Section 7.
In case of a tie vote, and if neither nominee withdraws, the flip of a coin will determine the outcome.
Section 8.
No person can hold more than one Officer position.
Section 9.
Dealers shall not number more than two on the Board of Directors (including Officers positions). A “dealer” shall be defined as one who holds a dealer’s license and engages in the buying of fish and related products at wholesale prices and reselling them at retail prices.
Article XI. Terms of Office
Section 1.
Officers are elected for two-year terms.
Section 2.
Members of the Board of Directors are elected to fill terms that are two years long (or one year long in the case of a vacant “Previous President” position).
Section 3.
In case of filling a vacancy, the Officer or Director is elected to serve out the remaining term of that vacancy.
Section 4.
New Officers and Directors take office effective January 1st, following their election.
Section 5.
All Officers and Directors serve until the beginning of the Board Meeting at which their successor is seated.
Section 6.
Any Officer or any Director is eligible to be elected to consecutive terms.
Article XII. Expulsion of Members, Removal from the Board Of Directors
Section 1.
Any member may be expelled for conduct considered injurious to the best interests of the Society.
Part 1. The Board shall direct the Secretary or other Officer to inform the Membership and the member in question, at least one month before the General Meeting at which the vote on this issue is scheduled.
Part 2. The member will be dropped from the rolls of the Society by a two-thirds majority of the votes cast by the Membership quorum present at said meeting. The vote shall be conducted by secret ballot.
Section 2.
Any Member of the Board of Directors who evidences disinterest or inability to serve on the Board by missing three or more consecutive Board meetings shall be considered for removal from the Board.
Part 1. The Board shall direct the Secretary or other Officer to inform said Member of his or her potential removal at least one month before the Board Meeting at which the action is to be considered.
Part 2. If the Secretary or sending Officer receives no response by the time of the next Board Meeting, this alone shall be deemed as the Member’s resignation from the Board.
Part 3. A Board Member who wishes to continue his or her position on the Board must present at the next Board of Directors meeting, in person or otherwise, reasons why he or she should be allowed to remain.
Part 4. After such presentation, the other members of the Board shall decide the matter by secret ballot. A simple majority of the votes cast is necessary to retain or remove the Board Member under consideration.
Article XIII. Parliamentary Authority
Section 1.
Should the conduct of a meeting seem to need it, the Chairperson has the prerogative to invoke rules for parliamentary procedure, Robert’s Rules of Order, to guide the conduct of the remainder of the meeting.
Section 2.
In no case should the application of such rules for parliamentary procedure operate in any way that is inconsistent with these Bylaws, the Society’s Policies, State or Federal Law.
Article XIV. Amendments to the Bylaws
Section 1.
Revisions and/or amendments to these Bylaws shall be made at a General Meeting or at a Special Membership Meeting.
Section 2.
Notification of proposed revisions and/or amendments shall be given to the full Membership at least ten days before said Meeting.
Section 3.
A two-thirds majority of the votes cast is sufficient for adoption.
Section 4.
The Bylaws shall be reviewed as necessary by the Board of Directors.
Article XV. Dissolution
Section 1.
This organization may be dissolved at any time by a vote of at least two-thirds of the members present at a Special Membership Meeting of the Society called for this purpose and subject to sixty days’ prior notification, as to the vote, of the full Membership.
Section 2.
If there is dissolution of this organization, remaining assets (after the satisfaction of all obligations of the Society) shall be distributed to a non-profit organization, with preference given to an organization that promotes the education regarding and enjoyment of aquatic life. The board shall nominate a recipient, which must be ratified according to a two-thirds majority vote by the members present at said Special Membership Meeting.
Section 3.
The Board of Directors is charged with executing the distribution of assets. The Treasurer and the Secretary, under the direction of the Board of Directors, are charged, respectively, with rendering a final accounting of the Society funds and with notifying any appropriate parties of the dissolution of the Organization.
Article XVI. Administrative Provisions
Section 1.
These Bylaws, and any amendments to these Bylaws, go into effect immediately with the announcement of the vote adopting them, unless the motion to adopt provides otherwise.
Section 2.
These Bylaws are considered adopted upon receipt of a simple majority of the votes cast.