SAN DIEGO MARINE AQUARISTS BYLAWS- Revised 09/15/2018
Article I. Name
I.1. The name of this non-profit Club shall be the “San Diego Marine Aquarists”, also known as SDMA.
I.2. The name and symbols of this Club shall only be used for official business relating to the SDMA.
I.3. This non-profit is incorporated as The San Diego Marine Aquarists, doing business as The San Diego Marine Aquarists.
Article II. Purpose
II.1. The San Diego Marine Aquarists is a non-profit society.
II.2. The San Diego Marine Aquarists is dedicated to the endorsement, education, and fellowship of marine aquarium hobbyists. We will increase awareness among members and the public of the importance and value of marine ecosystems and their preservation through captive propagation and responsible collection of organisms. We will deepen hobbyists’ knowledge about the husbandry and study of marine plants and animals, increasing the longevity and wellbeing of the creatures in our care.
II.3. The San Diego Marine Aquarists is organized exclusively for educational and community purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article III. Term
III.1. The term of this club is to be perpetual.
III.2. The fiscal year of The San Diego Marine Aquarists shall be January 1st, through December 31st. The Treasurer, and other auditors as applicable, shall audit all accounts and present a complete financial report to the Board of Directors (Board) no later than 90 days following the close of the fiscal year.
Article IV. Membership
IV.1. Membership in The San Diego Marine Aquarists shall be open to any person who, by proper application, meets with the approval of the Board of Directors and shall be for a term of one (1) year from the application date.
IV.2. Proper application for membership and dues amounts shall be established by the Board of Directors (Board) and shall be publicly available at all meetings and online. These may be changed by a vote of the Board.
IV.3. All members shall comply with the Bylaws and shall act with responsibility and integrity in all matters relating to SDMA.
IV.4. Members shall not exploit SDMA meetings, events or facilities to promote their own commercial interests, where commercial interest shall be any activities undertaken with the primary purpose of making money. This restriction, however, shall not prevent members from participating in personal commercial activities, such as purchasing advertising in SDMA publications, provided such activities are also available to members and non-members.
IV.5. The San Diego Marine Aquarists reserves the right to revoke the membership of any individual due to conduct considered detrimental to this Club and behaviors will be outlined in a separate set of rules defined in IV.6. This action shall be carried out by the Board of Directors.
IV.6. Board Member(s)/Officer(s) Professional Responsibility Core Principle as (San Diego Marine Aquarists board member(s)/officer(s), we are responsible for adding value to San Diego Marine Aquarists and contributing to the ethical success of this organization. We accept professional responsibility for our individual decisions and actions. We are also advocates for San Diego Marine Aquarists by engaging in activities that enhance its credibility and value.
Intent: To build respect, credibility and strategic importance for board member(s)/officer(s) within our organizations, the business/hobby community, and the communities in which we work, to assist SDMA in achieving its objectives and goals. To inform and educate current and future members, the organizations we serve, and the public about principles and practices that help advance the hobby. To positively influence workplace and recruitment practices. To encourage professional decision-making and responsibility. To encourage social responsibility.
- Adhere to the highest standards of ethical and professional behavior.
- Measure the effectiveness of our programs in contributing to or achieving organizational goals.
- Comply with all Municipal, State, Federal law.
- Work consistent with the values of SDMA and the hobby.
- Strive to achieve the highest levels of service, performance and social responsibility.
IV.7. Ethical Leadership Core Principle (San Diego Marine Aquarists board member(s)/officer(s), are expected to exhibit individual leadership as a role model for maintaining the highest standards of ethical conduct.
Intent: To set the standard and be an example for others. To earn individual respect and increase our credibility with those we serve.
- Be ethical; act ethically in every hobby/professional interaction.
- Question pending individual and group actions when necessary to ensure that decisions are ethical and are implemented in an ethical manner.
- Seek expert guidance if ever in doubt about the ethical propriety of a situation.
- Through teaching and mentoring, champion the development of others as ethical leaders in the hobby and in organizations.
IV.8. Conflicts of Interest Core Principle as (San Diego Marine Aquarists board member(s)/officer(s), we must maintain a high level of trust with our membership and supporters. We must protect the interests of our membership/supporters as well as our professional integrity and should not engage in activities that create actual, apparent or perceived, or potential conflicts of interest.
Intent: To avoid activities that are in conflict or may appear to conflict with any of the provisions of this Code of Ethical and Professional Standards or with one’s responsibilities and duties as board member(s)/officer(s) of San Diego Marine Aquarists.
- Adhere to and advocate the use of published policies on conflicts of interest within our organization.
- Refrain from using your position for personal, material or financial gain or the appearance of such.
- Refrain from giving or seeking preferential treatment in the human resources processes.
- Prioritize your obligations to identify conflicts of interest or the appearance thereof; when conflicts arise, disclose them to relevant board members/officers.
V.1. Club Meetings
V.1.a. A minimum of six (6) Club Meetings will be planned and scheduled by the Board of Directors and committee members as appointed per year.
V.1.b. All Club meetings will have at least one Board Member, Official or designee present.
V.1.c. Club meetings will include, but not be limited to, events such as: guest speakers, frag swaps, barbecues, holiday potlucks, tank tours, and conferences.
V.1.d. For special events, the Board may set entrance fees for both members and non-members.
V.1.e. Information on all meetings and activities shall be made publicly available on the Internet and in Club publications.
V.1.f. The Secretary and one appointed Board member at Large will jointly ensure that a membership list and ballots are available at any meeting during which a membership vote is planned. Only members in good standing are eligible for voting privileges. Any conflicts will be resolved by the board members present.
V.1.g. The Secretary will be notified of attendance at Club meetings in order to maintain the membership roster.
V.1.h. Proceeds from any dues, entrance fees, or raffle donations collected at Club meetings will be properly accounted for by two society members and submitted to the Club Treasurer.
V.2. Board of Directors Meetings
V.2.a. Board of Directors meeting dates will be decided upon by the officers and board members and will be held no less than once per quarter.
V.2.b. A quorum must be present to conduct a Board meeting, and consists of at least half of the voting Board members. The president may choose to cancel or postpone Board meeting if a quorum is not present, but the meeting must be rescheduled if necessary to maintain the minimum of one meeting per quarter. Non-participation without prior knowledge of more than 2 quarterly meetings in a calendar year will be grounds for dismissal from the board without warning.
V.2.c. The Board will determine which meetings will be open to society members. Club members shall be notified in advance of the time, date and location of any open board meetings.
V.2.d. Club members shall be notified when a Bylaws change is being recommended by the Board, and will be notified in advance of the time, date and location of the meeting or online voting information.
V.2.e. Special meetings of the Board shall be held whenever called by the president or by two or more board members. Notice of each such meeting shall be given to each Board member by PM online and email at least seventy-two hours before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Special meetings are meetings outside of the normal rotation of board meetings which occur on a quarterly basis and near the regular monthly club meetings.
V.2.f. One or more persons may participate in a meeting of the Board or of a committee by means of conference telephone or similar communications equipment providing that all persons participating in the meeting can hear each other.
V.2.g. The Board or a committee may conduct business via a computer network system if all parties on the Board or committee have access to said network.
Article VI. Board of Directors (the Board)
VI.1. The Board of Directors shall consist of:
VI.1.a. Four elected officials: President, Vice President, Treasurer, and Secretary
VI.1.b. One Ex-Officio position for the president of the prior board or, if the past president is unavailable, declines, or is re-elected, another former Board Member as appointed by the new board. If no suitable previous official is available, this post may remain vacant. The Ex-Officio position is a nonvoting advisory position.
VI.1.c. The board will also include six Members-at-Large to be elected to two-year terms. These positions will also have one vote each for any board decisions. Their absence or presence will count toward any quorum requirements for board meetings. Mid-year vacancies can be filled by appointment from the remaining board members, or up to two Members-at-Large positions can be left vacant at the board’s discretion. Members-at-Large must be reelected by voting members of the society during each election period with no limit on consecutive terms.
VI.2. Each of the Board members will have one vote. A simple majority will decide all votes unless indicated otherwise in the Bylaws. In case of a tie, the President’s vote counts as 1-½ votes.
VI.3. To stand for election, a person must be a Member in good standing, over the age of 18, who has attended at least two Society meetings in the previous twelve calendar months.
VI.4. Nominations for officers shall take place the first two months of September/October in election years. The Webmaster and Secretary will assist in determining eligibility of the nominated persons to run for office. Elections shall take place on the Club website during the first 2 weeks of November and results posted by Dec 1st. The Webmaster is responsible for administering the election process. The newly elected officers shall assume office on January 1st of each year in with the new fiscal calendar.
VI.5. The terms of office for Board members shall not exceed two consecutive three-year terms in the same office for officer positions; Member at large positions will be two years in length with no term limits, this length is to allow for board continuity rather than having constantly switching members who must consistently relearn the duties and expectations of the position and also to allow for long term goals of the club.
VI.5.a The following positions will be up for elections starting in 2017 followed with new elections every two (2) years: Vice-President, Secretary. In 2017 the following positions will be up for election followed by new elections every three (3) years: President, Treasurer. Two Member at large positions will be elected in 2017 for two year terms and the remaining two positions will be up for election in 2017 and will consist of the most recently filled member at large positions as of the approval of these bylaws.
VI.6. Vacancies during the term may be filled for the unexpired portion of a term by the action of the remaining Board of Directors. Upon an opening on the board the board will seek volunteers from among the current membership and evaluate the suitability of candidates, then present them for a vote by the membership in the event of a contested position. If there is no contestation of a position then no vote will occur. 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. Should any Board member be absent from three consecutive regular meetings of the Board or miss two of the quarterly meetings within a fiscal year, they shall be removed without notice pending proof of lack of attendance. The Board may, at its discretion, excuse these absences if warranted. Any officer not performing the duties as described is subject to removal from that position and the board at large.
VI.7. The Board shall have full power to conduct, manage, and direct the business and affairs of the Club; and all powers of the Club are hereby granted to and vested in the Board.
VI.8. There is no compensation for acting as director or officer or being on a committee. This does not prohibit the Board from compensating a director, officer or committee person for his/her speaker’s fee and travel expenses if so authorized by the Board, nor is the Board prohibited from compensating a director or committee person for out of pocket expenses which are incurred on behalf of the corporation with authorization. This is not to restrict the Board from funding any authorized financial business of the Club.
VI.9. Recall; In the event that the membership of the club is dissatisfied with the performance of a board members role as defined by the bylaws a recall election can be called by a total of 5 agreeing club members. This recall must be based on the failure of a Board member to perform their assigned duties as defined under sections VI. .11 and VI.13 or proof of the deliberate misuse of club resources for personal gain. A poll shall be posted in Members Only Announcements sub forum which shall run for 7 days. A 2/3 vote of the members who vote in the poll will be required to remove the member in question
VI.9 Conflicts of Interest
VI.9a Duty to Disclose; in connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
VI.9b Determining Whether a Conflict of Interest Exists; After disclosure of the financial interest and all material facts, and after any presentation by and/or discussion with the interested person, the interested party shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
VI.9c Violations of the Conflicts of Interest Policy; If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
VI.10. The Board must approve all expenditures. All checks or other documents transferring SDMA funds in any form or amount shall be approved by at least two of the Officers (President, Vice President, Treasurer, or Secretary) as established in the Duties of the Voting Board Members.
VI.11 Given that the board is an elected body given trust by the membership the board can enter into confidential negotiations with other organizations which stand to benefit the club as a whole. The expenditures of such negotiations will remain in the treasurer’s report but their purposes will be redacted as confidential information required for the negotiations.
VI.11. Duties of Voting Board Members
VI.11.a. PRESIDENT – It shall be the duty of the President to preside at all meetings of the Club and of the Board, and to see that the by-laws are enforced; to call such meetings as are herein provided to be called by the President; to have general supervision over all the affairs of the Club, and at the Club meetings to make a report. 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 Club unless so signed. The President will be one of the authorized signers for disbursement of Club funds; the President’s signature must be accompanied by that of another authorized Board member. 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.
VI.11.b. VICE PRESIDENT- The Vice President will 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. The Vice President will be one of the authorized signers for disbursement of Club funds; the Vice President’s signature must be accompanied by that of another authorized Board member. 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. The Vice President shall also serve as the MASNA DELEGATE (see VI.13.b.).
VI.11.c. TREASURER – The duty of the Treasurer is to receive all moneys belonging to the Club, 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 members upon request and within 7 business days. The Treasurer will be one of the authorized signers for disbursement of Society funds; the Treasurer’s signature must be accompanied by that of another authorized Board member. The treasurer can redact confidential information from the report but must still account for the funds. The Auditor(s) as 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.
VI.11.d. SECRETARY – The duty of the Secretary is to keep and maintain a true record of all meetings of the Board (minutes), and of the Club 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 and posted for the general membership within seven (7) days of any Board meeting. If the Secretary is unable to attend any Board or Club 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 Club. The Secretary will coordinate with the Webmaster to include minutes in the appropriate forum online and Internet communications to Club members.
VI.11.e. Ex-Officio- The Immediate Past President or other former Board member as appointed, shall be an ex-officio member of the Board and shall assist the President in the administration of the Club. Others duties shall be as established by the Board.
VI.11.f. MEMBERS-AT-LARGE – The duty of the Members-At-Large is to assist the other board members in fulfillment of their duties as needed or serve as a replacement for vacancies or temporary absences in the four named board positions. Members-At-Large are also responsible for representing the interests of the member population during board discussions and voting decisions and also will be required to fill one of the appointed positions which follow..
VI.12.a. OTHER POSITIONS – The Board members 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. Signature authority for funds may be designated to a bookkeeper upon approval from the entire board.
VI.12.b. OTHER DUTIES – All Board members are expected to respond to voting polls which occur in the SDMA Staff section on a regular basis as well as maintain contact to the board through responses to Board inquiries.
VI.13. Duties of Appointed Positions
VI.13.a. MEMBERSHIP CHAIR – The duty of the Membership Chair is to maintain the records of all the members and guests of the Club, which includes names, addresses, phone numbers, screen names, email addresses and contact preferences. The Membership Chair shall have general charge of guest records and procedures, membership drives, and all correspondence soliciting for new or renewal memberships. All membership and guest fees are collected and noted by the Membership Chair, and the fees given to the Treasurer. The Membership Chair shall give a report at the Board meeting of the number of members and guests in attendance at Club 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 email 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. In the event that this position becomes vacant, the record keeping duties outlined herein will revert to the Secretary.
VI.13.b. MASNA DELEGATE – The main function of a MASNA Delegate is that of a liaison between the club and MASNA. Duties include receiving communications from MASNA and responding in a timely manner, reporting important MASNA news to the Webmaster and at Society meetings, and transmitting back to MASNA members’ ideas and opinions and contact information for the elected officers. The MASNA Delegate should attend the monthly MASNA Board meetings held on the Internet and the annual MACNA conference. A substitute representative to MACNA must be appointed if the Delegate cannot attend. The MASNA delegate will also be responsible for duties performed related to the MACNA event including, heading a MACNA subcommittee, MACNA expenditures, and maintaining the required confidentiality of the MACNA bid process. This position shall be held concurrently by Vice President.
VI.13.c. COMMUNICATIONS CHAIR- 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 online website and forum. The Communications Chair will work closely with the Board and the Webmaster to verify, authorize and post information on the Society website.
VI.13.d. WEBMASTER- The Webmaster will be responsible for creating and updating the Club 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 Club 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.
VI.13.e. DONATION/SPONSORSHIP CHAIR- The Donation Chair will be responsible for periodic solicitation of donations to the Society from outside sources including companies, manufacturers, importers, local stores or individuals. The Donation Chair will establish relationships with goods and services providers to secure discounts or other benefits for Premium Members. The Donation Chair will acknowledge and inventory all donations and prepare a list for Board review. The Chair will select items and establish ticket prices for raffles at society meetings. The Donation Chair will monitor the sale of tickets, collection and documentation of proceeds and delivery of all proceeds to the society Treasurer for deposit. The Donation Chair will also coordinate fundraising events for the Club. The donation chair will maintain a list of sponsors, their donations and sponsorship fees including dates of sponsorship. A written report will be presented at each quarterly meeting detailing sponsor relationships. The Donation Chair can delegate sponsor contacts to other board members.
VI.13.f. EVENTS COORDINATOR- The Events Coordinator will assist the Board in planning Club meetings; including but not limited to: location arrangements, logistics, transportation, scheduling, and guest speaker needs.
VI.13.g. Other positions and duties may be established as deemed necessary by the Board. A person may jointly hold two committee positions or a committee and a board position. Not all committees must be staffed at any one time. These Chair positions may be designated on a per event basis, depending on the activities of the Club.
VI.13.h. Each committee shall keep minutes of its proceedings and report such proceedings periodically to the Board.
VI.14.a Board Expenditures of less than $100 must be submitted to the President or Vice President and the Treasurer for approval with receipts retained by the Treasurer for all expenses.
VI.14.a.a Expense Limits: the following items have expense caps which if exceeded the difference becomes the responsibility of the member making the expense unless preapproved by a majority vote of the board prior to the expenditure.
Meals $40.00 per meal, $80.00 per day
Hotel $139.00 per night
VI.14.b Expenditures greater than $100 will be submitted to the board prior to their expense to be voted upon by the board with a majority vote being required for approval.
Article VII. BYLAWS
VII.1. These by-laws shall be amended or repealed, or new by-laws adopted, by a vote of the majority of the Members in good standing of the Club at any general or special meeting or online. Such changes shall be made by the two-thirds (2/3) majority of votes cast. Such proposed amendment, repeal or new by-law, or a summary thereof, shall be set forth in any notice of such meeting, whether general or special, or posted online for a minimum of 14 days before the voting is scheduled to take place.
VII.2. The by-laws may be amended or changed by a 2/3 vote of the Members in good standing present at any meeting provided due notice of the change has been given to the membership at the preceding meeting.
VII.3. If a proposed change in the by-laws is not sent out in advance with the official notice of said meeting, it may still be considered by the attendees, however in order to pass, it must be approved by a vote equal to two-thirds (2/3) of the total number of delegates entitled to vote, even if not present, or by a 90% vote of those present, whichever is lower.
VII.4. Any amendment, repeal or new bylaw shall be filed with the appropriate governmental authority as required by law.
VII.5 Bylaws are to be reviewed by the Board each January and updated to conform to the mission of the club, then voted on by the members as detailed in Article VII.
Article VIII. SUBCOMMITTEES
VIII.1 The board can create of a subcommittee to further the interest of the club that is subject to all other rules of SDMA but has independent authority to make decisions that fall within the bylaws of SDMA.
VIII.2 Subcommittees will be required to present a transcript of activities and expenditures at any time to the members of the board when requested.
VIII.3 Subcommittees are bound by the same spending limits as the board of directors as described in Article VI.
VIII.4 Subcommittees can be granted a preapproved spending limit by the board that is controlled by the subcommittee and confidential for the purposes of conducting club business. In the case of confidential expenditures, the subcommittee will be required to provide status updates and budgets to the President and Treasurer on monthly basis with a full report due after and confidentiality agreements expire.
Article VIX. DISSOLUTION OF SDMAS
IX.1. SDMAS can only be dissolved by a vote of the membership at a meeting called for that purpose.
IX.2. All members must receive at least one month’s written notice of the time, location and purpose of such a meeting. Dissolution shall only occur if 80% of the members at the meeting vote in favor of dissolution.
IX.3. In the event that the Club is dissolved or liquidated, all of the assets and property remaining after all debts, obligations and expenses have been paid shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. This shall be determined by the Club final board of directors.
Article X. DISCLAMER
X.1. By joining The San Diego Marine Aquarists (SDMA), or by participating in SDMA activities, or by reading SDMA publications, an individual agrees to hold SDMA and its Board members harmless for any loss, harm or consequential damage, no matter how caused, resulting from the individual being a member of SDMA, or participating in any SDMA activity, or acting or omitting to act as a result of information or advice received from SDMA meetings, activities or publications.