WTMRAC

By-laws & Constitution of the West Tennessee Marine and Reef Aquarium Club

Proposed Amendments to the By Laws of the West Tennessee Marine and Reef Aquarium Club

Add to Article 1 Section 5;
The Club will annually coinciding with the time of the annual fall frag swap but not later than Dec. 15^th hold Elections for officers of the club. (These officer’s terms will coincide with the Fiscal year starting January 1^st) The Standing Board of Directors will present to the club a “Slate of Officers” which will consist of the boards proposed nominations for offices. On the Date of Election the floor will be open for nominations. The proposed nominations can be accepted by acclimation and voted in by a Majority of those present. If a proposal, and second of that proposal and subsequent Majority vote does not occur, then nominations for the offices and votes will be taken from the floor for these offices starting with the President, and then in the order of officers as listed below.
The officers and requirements of those offices will be as follows:
President: Member in good standing for a minimum of 1 calendar year.
Vice President: Member in good standing for a minimum of 1 calendar year.
Treasurer: Member in good standing for a minimum of 1 calendar year.
Secretary: Member in good standing.

Add Article 1. Section 6: Additional Members of the Board will include:
Past president
Past Treasurer
2 other Board member positions; nominated by the incoming president and approved by the other Board members by majority vote.
Any assigned committee chairmen as appointed by the President and approved by the Board.
Article VI will be changed to Article VII and remain as written.
Article VI will be changed to read:
Article VI Club Expenses and Disbursement of Club Funds:
Section 1, The club President and Treasurer will maintain signature rights to all club accounts including, PayPal, Checking and Savings accounts and either officer may review at any time.

The Club treasurer and President have the power to spend club funds up to $100.00 in one month without specific Board or member approval, to be reviewed with the Board at the next meeting. This is for the day to day operation of the club and expenses and all documents associated with these expenses are to be maintained and given to the club treasurer and open for review by the board.
Section 2, any expenses from 100.00 to 250.00 must be approved in advance by the Board of Directors. Any Expenses above 250.00 must be approved by the General Membership at a meeting posted at least 10 days in advance by e-mail notification to all “Paid Members” and the meeting notice posted on the Clubs website, and Reef Central.
New Article VII, Disbanding of the Club
Section 1, if at any time interest in the club has gotten to the point that the Board of Directors feels that the club should be disbanded then the following process must take place.
Section 2, Notification sent to all “Paid Current Members” both by Mail and by e-mail notification, giving a minimum of 15 days notice that a vote will be taken to disband the club and a specific date set to meet at a Public Venue inside Shelby County Tennessee on a Saturday evening at 4pm.
Section 3, Current paid club members only will be allowed to attend this meeting and a vote will be taken of the Membership. If the Membership by a 2/3 majority votes to disband the club then the club will be disbanded and any and all club assets including all funds will be donated to the ST. Jude Children’s Research Hospital in Memphis and the funds asked to be used on their Aquarium projects for the Hospital.
· The above proposed changes to the by laws were Read to the Members present, Slight alterations made to initial reading as above and signed and approved by unanimous vote at club meeting on 11-17-2011 to be voted on by General Membership at the Next regular Club meeting on Jan 14, 2011 and would become part of the by laws at that time.
Board Members and Members present
· Marty Klauss: present
· William Hampton: present
· Jay Page: absent in body
· Jay Blundon: Present
Others Present: Bryan Childress, Robin Hampton, Lindsey Lomabardo, Cody Wilson and Dad, Lettie Blundon.

By-laws

Article I

Board of Directors

Section 1 The Board of Directors shall consist of all elected Officers and appointed Trustees.

Section 2 A quorum of at least one half (1/2) of the Board of Directors must be in attendance in order to conduct business. The majority vote of those those present shall be required in order for the Board to vote on any business.

Section 3 The Board of Directors shall have the power to fill all vacancies occurring within its ranks during the Fiscal Year, in accordance with Article VII, Section 3, of the Constitution.

Section 4 No member of the club may act as agent for the club, or the Board of Directors without the written consent of the Board of Directors.

Article II

Duties of Officers

Section 1 The President shall preside at all meetings, sign documents, and be a member of all Committees.

Section 2 The Vice President shall, in the absence of the President, act as presiding officer. The Vice President shall be a member of all Committees and shall be informed of any business of said Committee so the he/she may present it to the board in the absence of said Committee Chairman.

Section 3 It shall be the responsibility of the Secretary to inscribe the proceedings of all meetings and to be prepared to read the specified records when requested. This office requires the maintenance of Club records, except those designated to other officers. When the President and Vice President are absent in any meeting, the Secretary shall preside. The Secretary shall also be responsible for maintaining copies of all correspondence as directed by the board.

Section 4 The Treasurer shall keep in order financial records and/or books, tender by check recognized expenses incurred by the Club, and co-sign checks with the President, or the one other Board member designated by the Board. The Treasurer is required to present immediately prior to the end of the fiscal year, all financial records to the person specified by the Board of Directors for audit and shall include a written statement of the financial condition of the Club. The Treasurer shall also present a monthly financial report to the Board of Directors at anytime at the request of the President.

Section 5 All Officers/Trustees at the expiration of their term of office/appointment, or whether office/appointment is declared vacant, shall deliver to their successor all books, papers, monies, and other property in their possession belonging to the West Tennessee Marine and Reef Aquarium Club.

Article III

Membership

Section 1 Application for membership in this organization shall be in writing on an official membership form, accompanied by dues, presented to the Treasurer.

Section 2 Regular members shall consist of those members over eighteen (18) years of age that are in good standing. Regular members are eligible to hold office and vote.

Section 3 Charter members shall consist of those members who joined the Club during its first year of existence. Charter members may hold office and vote.

Section 4 Family members shall consist of family members living in the same household. Members may include children (under the age of 18 only). Any child over 18 is required to have his/her own membership. Family members may hold office and vote. This will be restricted to one office and one vote per family.

Section 5 Student members shall consist of those members who are under eighteen (18) years of age. Applicants under fourteen (14) years of age cannot apply for membership unless a parent of guardian joins. Student members, regardless of charter membership affiliations, may not hold office or vote.

Section 6 Honorary membership may be bestowed upon those whom the society wishes to recognize for outstanding achievement in/or outstanding services to the society. Honorary members may not hold office or vote. Honorary membership in perpetual.

Section 7 Annual membership dues shall be set by the Board of Directors. 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 starts the first of the next month following receipt of dues.

Section 8 Dues for Regular and Charter members will be set at $30.00. Dues for Student members shall be set at $10.00. Dues for Family members will be set at $40.00.

Section 9 Members whose dues are not paid by their anniversary date, are to be considered delinquent and will be removed from the club roster with loss of rights and privileges of membership in the society.

Article IV

Committees

Section 1 The Board of Directors shall establish (upon the approval of the President) all Committees required to conduct the business of the Club.

Section 2 All Committees shall perform the duties assigned to them. No member shall be compelled to serve upon more than one 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.

Section 3 Remuneration, if any, shall be decided by the Board of Directors at the time the members of the Committee are selected. All Committees shall be paid upon receipt of bills.

Article V

Amendments to the By-laws

Section 1 All proposed amendments to the By-laws must be in writing and must list the Article and Section that is to be amended. All proposed amendments must be signed by three (3) active members and presented to the Board of Directors for consideration. If approved by the Board of Directors, the proposed amendment shall be submitted for a general vote.
Section 2 A two-thirds (2/3) majority of voting members present shall be required to pass these changes at a General Meeting.

Section 3 All proposed changes will be published in the legal paper of the Club previous to the meeting at which action is to be taken.

Article VI

Parliamentary Authority

Section 1 All matters not herein expressly covered by the Constitution and/or By-laws are hereby delegated to the Board of Directors.

Constitution

Adopted June 18, 2005.

Article I

Name

Section 1 The name of the Club shall be West Tennessee Marine and Reef Aquarium Club (WTMRAC).

Section 2 The name of this Club shall not be used by any individual, or group for self representation, or self gain.

Article II

Purpose

Section 1 West Tennessee Marine and Reef Aquarium Club is a non-profit organization of marine hobbyists brought together by the desire to promote a better understanding of the life we keep in our home aquariums. Our focus is increasing the longevity of marine life in a controlled environment and to encourage that life to propagate freely. Only through education and the sharing of ideas can we expect a future for our hobby.

Section 2 Under no circumstances may any part of the income of this Club be used to the benefit of any Officer, Trustee or Member.

Section 3 Under dissolution of this Club, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Club, equally distribute the assets of the Club to the members in good standing.

Article III

Term

Section 1 The term of this Club is to be perpetual.

Section 2 The fiscal year of the West Tennessee Marine and Reef Aquarium Club shall be July 1st through June 30th. The Trustees shall audit all accounts and a complete financial report must be presented to the Board of Directors no later than 90 days following the close of the fiscal year.

Article IV

Membership

Section 1 Membership in this organization shall be open to anyone who, by proper application, meets with the approval of the Board of Directors.

Section 2 Proper application for membership and amount of these shall be established by the Board of Directors of this Club and shall be set forth in the By-laws of this organization.

Section 3 The West Tennessee Marine and Reef Aquarium Club shall consist of five (4) classifications of membership.

Charter(Regular) Student Family Honorary

Section 4 The West Tennessee Marine and Reef Aquarium Club reserves the right to revoke the membership of any member due to conduct considered detrimental to this Club. This action shall be carried out by the Board of Directors.

Article V

Meetings

Section 1 General membership and Board of Directors meetings shall be held as determined by the Board of Directors.

Article VI

Officers and Elections

Section 1 Elected Officers of the West Tennessee Marine and Reef Aquarium Club shall consist of the following and shall be elected every one (1) year: President, Vice President, Secretary, and Treasurer. The offices of Secretary and Treasurer may be combined at the discretion of the Board of Directors.

Section 2 The President shall be empowered to appoint three (3) Trustees, subject to the approval of the elected officers.

Section 3 Elections shall take place in the month of June of the election year. The newly elected officers shall assume office on July 1st of that year. Nominations for officers shall take place in the month of May of the election year. At this meeting the President or Chairperson will ascertain from the Secretary an Treasurer that all those nominated are qualified to run for office in accordance with the by-laws of this organization.

Section 4 Only members in good standing who have attended at least four (4) meetings in the current calendar year are eligible for office.

Section 5 Only members in good standing are entitled to vote at the annual elections as stated under the by-laws of this organization.

Article VII

Board of Directors

Section 1 The duly elected Officers and three (3) Trustees as set forth in Article VI, Sections one (1) and two (2) shall comprise the Jackson Area Marine and Reef Aquarium Club Board of Directors. Each member of the Board of Directors shall have equal vote in the business of the Club. However, in the case of a tie, the President shall have the power of one and one-half (1 1/2) votes.

Section 2 It shall be the function of the Board of Directors to transact all business of the Club and make reports to the General Membership.

Section 3 Any Board Member who misses three (3) consecutive Board meetings may be replaced by a majority vote of the Board of Directors. If it is an elected office, the President shall appoint an interim replacement until the next scheduled elections.